ROYAL INDIA CORPORATION LIMITED AR 16_17.pdf · ROYAL INDIA CORPORATION LIMITED 33RD ANNUAL REPORT 2016-2017:Registered ofﬁce: CIN : L45400MH1984PLC032274 62, 6th Floor, C-Wing,

ROYAL INDIA CORPORATION LIMITED

33RD ANNUAL REPORT

2016-2017

:Registered office:

CIN : L45400MH1984PLC032274

62, 6th Floor, C-Wing, Mittal Tower, Nariman Point, Mumbai 400 021.

022-43417777 022-22877272 [email protected] www.ricl.in

ROYALINDIACORPORATIONLIMITED

ANNUALREPORT

2016-17

BOARDOFDIRECTORS

Manish N. Shah : Managing Director

Hitesh M. Jain : Whole-time-Director cum CFO

Damodar Hari Pai : Independent Director

Ravikant Chaturvedi : Independent Director

Manisha Anand : Independent Director

COMPANYSECRETARY &COMPLIANCEOFFICER

Ms. Siddhi Patil

AUDITORS

M/s. DMKH & Co., Chartered Accountants

803-804, Ashok Hieghts, Opp. Saraswati Apt.,

Niklaswadi Road, Near Bhuta School, Old Nagardas X Road,

Gundavali, Andheri (East) Mumbai - 400069.

BANKERS

ICICI Bank Ltd.

RBL Bank Limited Kotak Mahindra Bank Limited

Indusind Bank Limited

REGISTRAR&SHARETRANSFERAGENT

Link Intime India Private Limited

C-101, 247 Park, LBS Marg,

Vikhroli-West, Mumbai – 400083

REGISTEREDOFFICE

62, 6th Floor, C-Wing, Mittal Tower,

Nariman Point, Mumbai 400020.

INDEX

Contents PageNo.

Notice 01-05

Director’s Report with Annexure 06-43

Auditor’s Report 44-49

Balance Sheet 50

Statement of Pro�it & Loss 51

Cash Flow Statement 52

Notes to Financial Statement 53-65

ROYAL INDIA CORPORATION LIMITED CIN: L45400MH1984PLC032274

ANNUAL REPORT

2016-17

(1)


(CIN: L45400MH1984PLC032274)

62, 6th Floor, C-Wing, Mittal Tower,

Nariman Point, Mumbai 400021.

Tel. 022-43417777 Fax 022-22877272

Web: www.ricl.in, E-mail: [email protected]

NOTICE

Notice is hereby given that the 33rd Annual General Meeting of the Members of Royal India Corporation

Limited will be held on Friday, September 29, 2017 at 11:00 a.m. at the registered office of the Company at

62, 6th Floor, `C’ Wing, Mittal Tower, Nariman Point, Mumbai- 400 021, to transact the following business:-

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Audited Balance Sheet as on March 31, 2017 and the Statement of

Profit and Loss Account for the year ended as on that date together with the Report of the Directors and

Auditors thereon.

2. To appoint a Director in place of Mr. Hitesh Jain (DIN No. 05263120), who retires by rotation at this

Annual General Meeting and being eligible has offered himself for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass

with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any of the Companies Act, 2013, and the rules made there under, including statutory modification(s) or re- enactment(s) thereof for the time being in force, appointment of M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W), Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of 31st Annual General Meeting, till the conclusion of the 5th consecutive Annual General Meeting, subject to ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable GST and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.” BY ORDER OF THE BOARD,

Sd/-

Place : Mumbai (Siddhi Patil)

Date : August 05, 2017 Company Secretary


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2016-17

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT

BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty

(50) and holding in the aggregate not more than ten percent of the total share capital of the Company. In

case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital

of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or

shareholder. The instrument of Proxy in order to be effective, should be deposited at the Registered

Office of the Company, duly completed and signed, not less than 48 hours before the commencement of

the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies, etc.,

must be supported by an appropriate resolution/ authority, as applicable.

In case of joint holders attending the Meeting, joint holder ranked higher in the order of names will be

entitled to vote at the meeting.

2. Corporate members intending to send their authorized representatives to attend the meeting are

requested to send to the Company a certified true copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the meeting.

3. The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday,

September 23, 2017 to Friday, September 29, 2017 (Both the days inclusive), for the purpose of 33rd

Annual General Meeting (AGM) of the Members of the Company to be held on Friday, September 29,

2017.

4. Members intending to require information about the Financial Statements, to be explained at the

Meeting, are requested to inform the Company at least 10 days prior to the date of Meeting so that the

requisite information can be readily available at the meeting.

5. Shareholders are requested to hand over the enclosed Attendance Slip, duly signed in accordance with

their specimen signature(s) registered with the Company for admission to the meeting hall. Shareholders

who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for

identification along with the Identity Proof.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Shareholders holding shares in Demat form are,

therefore requested to submit the PAN to their Depository Participant with whom they are maintaining

their Demat accounts. Shareholders holding shares in physical form can submit their PAN details to the

Company’s Registrar and Transfer Agent.

7. Members are requested to notify immediately any change of address:

(i) to their Depositary Participants (DPs) in respect of their electronic share accounts, and

(ii) to the Company’s Registrar & Share Transfer Agents –

Link Intime India Private Limited,

C- 101, 247 Park, LBS Marg, Vikhroli-West,

Mumbai- 400083.

Tel No.: +91 22 4918 6000

Fax No.: +91 22 4918 6060

E-mail: [email protected]

Website: www.linkintime.co.in.

In respect of their physical share folios, if any, quoting their folio numbers.

mailto:[email protected]

http://www.linkintime.co.in/


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8. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there

under, Companies can serve Annual Reports and other communications through electronic mode to those

shareholders who have registered their e-mail address either with the Company or with the Depository.

Accordingly, the Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic

mode to those shareholders whose e-mail addresses are registered with the Company/Depositories,

unless any shareholder has requested for a physical copy of the same. For shareholders who have not

registered their e-mail addresses, physical copies are being sent by the permitted mode.

9. As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs (“MCA”),

Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29,

2011 respectively, has allowed companies to send official documents through electronic mode.

In the spirit of the above circulars and as part of the Company’s Green Initiative, the Company may

propose to send documents like Notice convening the General Meetings, Financial Statements, Director’s

Report, etc. to the e-mail address provided by the members.

10. Route map for the directions to venue of the meeting is available on the last page of the Annual Report.

11. Members are requested to bring their copy of the Annual Report to the meeting.

12. Members may also note that the notice of the 33rd Annual General Meeting will also be available on the

website of the Company www.ricl.in. The copies of the aforesaid documents will also be available at the

Company’s registered office in Mumbai for inspection during normal business hours on all working days

except Saturdays, Sunday and Public Holidays. Even after registering for e-communication, members are

entitled to receive such communication in physical form, upon making a request for the same.

13. Voting through electronic machine:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(Listing Regulations), the Company is pleased to provide members facility to exercise their right to

vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic

means and the business may be transacted through e-Voting Services. The facility of casting the votes

by the members using an electronic voting system from a place other than venue of the AGM)/

(“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting, either through electronic voting system or through ballot / polling paper shall

also be made available at the venue of the AGM. The members attending the meeting, who have not

already cast their vote through remote e-voting shall be able to exercise their voting rights at the

meeting. The members who have already cast their vote through remote e-voting may attend the

meeting but shall not be entitled to cast their vote again at the AGM.

III. The remote e-voting period commences on Tuesday, September 26, 2017 (9:00 am) and ends on

Thursday, September 28, 2017 (5:00 pm). During this period members’ of the Company, holding

shares either in physical form or in dematerialized form, as on the cut-off date of September 22,

2017, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL

for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be

allowed to change it subsequently.

IV. The process and manner for remote e-voting are as under:

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A. In case a Member receives an email from NSDL [for members whose email IDs are registered

with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as

password. The said PDF file contains your user ID and password/PIN for remote e-voting.

Please note that the password is an initial password. If you are already registered with

NSDL for e-Voting then you can use your existing user ID and password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder – Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It is

strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “Royal India Corporation Limited”.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail to [email protected] with a

copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are

not registered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sr. No. (ii) to Sr. No. (xii) above, to cast vote.

V. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and

remote e-voting user manual for Members available at the downloads section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VI. If you are already registered with NSDL for remote e-voting then you can use your existing user ID

and password/PIN for casting your vote.

In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No). NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?”

or “Physical User Reset Password?” option available on www.evoting.nsdl.com.

VII. You can also update your mobile number and e-mail id in the user profile details of the folio which

may be used for sending future communication(s).

https://www.evoting.nsdl.com/



http://www.evoting.nsdl.com/


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VIII. The voting rights of members shall be in proportion to their shares of the paid up equity share capital

of the Company as on the cut-off date of September 22, 2017.

IX. Any person, who acquires shares of the Company and become member of the Company after dispatch

of the notice and holding shares as of the cut-off date i.e. September 22, 2017, may obtain the login ID

and password by sending a request at [email protected].

However, if you are already registered with NSDL for remote e-voting then you can use your existing

user ID and password for casting your vote. If you forgot your password, you can reset your

password by using “Forgot User Details/Password” or “Physical User Reset Password?”option

available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

X. A member may participate in the AGM even after exercising his right to vote through remote e-voting

but shall not be allowed to vote again at the AGM.

XI. A person, whose name is recorded in the register of members or in the register of beneficial owners

maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of

remote e-voting as well as voting at the AGM through ballot paper.

XII. Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Practicing Company Secretary,

(Membership No.: 33328) has been appointed as a scrutinizer to oversee the e-voting and act as the

Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote

e-voting process in a fair and transparent manner.

XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be

held, allow voting with the assistance of scrutinizer, by use of “Poling Paper” for all those members

who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes

cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of

at least two witnesses not in the employment of the Company and shall make, not later than three

days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour

or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the

same and declare the result of the voting forthwith.

XV. The Results declared along with the report of the Scrutinizer shall be placed on the website of the

Company i.e. www.ricl.in and on the website of NSDL immediately after the declaration of result by

the Chairman or a person authorized by him in writing. The results shall also be immediately

forwarded to the BSE Limited, Mumbai.

XVI. MEMBERS HOLDING EQUITY SHARES IN ELECTRONIC FORM, AND PROXIES THEREOF, ARE

REQUESTED TO BRING THEIR DP ID AND CLIENT ID FOR IDENTIFICATION.

BY ORDER OF THE BOARD,

For Royal India Corporation Limited

Sd/-


Date : August 05, 2017 Company Secretary


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DIRECTOR’S REPORT TO THE MEMBERS

To,

The Members of

Royal India Corporation Limited.

Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Accounts for

the year ended March 31, 2017.

1. Results of our operations:

Particulars 2016-17 2015-16

Revenue from Operations (Net of Excise) and Other Income 2,83,90,29,520 1,83,79,31,791

Exceptional Items - -

Profit before Interest, Depreciation & Tax (EBITA) 10,93,424 75,63,598

Finance Charges 3,00,619 43,265

Depreciation 23,000 23,000

Provision for Tax (Including for earlier years) 2,11,661 29,73,155

Net Profit After Tax 5,58,144 45,24,178

Profit Brought Forward from previous year 3,07,11,946 2,61,87,768

Depreciation on transition to Schedule II of the Companies Act, 2013 23,000 23,000

Surplus Available for Appropriations 3,12,70,090 3,07,11,946

Appropriations to: Proposed Dividend - -

Dividend Distribution Tax - -

Transferred to General Reserve - -

Profit carried to Balance Sheet 3,12,70,090 3,07,11,946

2. Turnover & Profits:

The Directors wish to inform you that, during the Financial Year ended March 31, 2017 the sales and

other income increased from Rs. 18,379.31 Lakhs to Rs. 28,390.29 Lakhs. The Net Profit after Tax stood

at Rs. 5.58 Lakhs as against Rs. 45.24 Lakhs in the previous year.

3. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended March 31,

2017 in order to plough back the resources for the future growth.

4. Transfer to Reserves:

During the current financial year, there were no transfers made to reserves.

5. Change(s) in the Nature of Business, if any:

There is no change in the nature of business carried on by the Company. The Company has not changed

the class of business in which the Company has an interest.


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6. Material changes and commitments, if any, affecting the financial position of the Company which

have occurred between the end of the Financial Year of the Company to which the financial

statement relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company

between the end of financial year of the Company and the date of the report.

7. Fixed Deposits:

Your Company has not accepted any fresh fixed deposits at present and, as such, no amount on account of

principle or interest on public deposits was outstanding as on the date of the balance sheet.

8. Management’s Discussion and Analysis:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation

34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of

the Annual Report as Annexure I.

9. Corporate Governance Report:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate

Governance in terms of Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 with Bombay Stock Exchange Limited have been

complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the

Company regarding the compliance of conditions of corporate governance as stipulated under Regulation

34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 forms a part of this Annual General Meeting as Annexure II.

10. Corporate Social Responsibility (CSR):

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 crore or more,

or Turnover of Rs. 1,000 crore or more, or Net Profit of Rs. 5 crore or more during any financial year

required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising

of three or more directors, at least one of whom should be an independent director and such Company

shall spend at least 2% of the average net profits of the Company’s three immediately preceding financial

year.

Accordingly, the Company formed a CSR Committee, having Two Non Executive Directors and One

Executive Director as a member of the Committee. For the current financial year, the provisions of

Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay

2% of the average net profits of the Company for the current Financial Year.

11. Share Capital:

The Paid up Equity Share Capital as on March 31, 2017 was Rs. 23, 08, 00,000/- During the year under

review, your Company did not issue shares. Details of Directors shareholding as on March 31, 2017, are

mentioned in the Corporate Governance Report, which forms a part of this Annual Report.


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12. Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on March 31, 2017 is attached as Annexure III to this

Report.

13. Board Meeting held during the year:

The Board met 4 times during the financial year 2016-17. The details of the meeting are furnished in the

Corporate Governance Report that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act,

2013.

14. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge

and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed

and that there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of

the Company at the end of the March 31, 2017 and of the Profit and Loss of the Company for the year

ended March 31, 2017.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the Annual Accounts on a ‘going concern’ basis.

v. They have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and were operating effectively.

They have devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

15. Auditors:

A. Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, (Firm Registration No. 116886W) Statutory Auditors of

the Company, were appointed for a term of Five years from the previous 31st Annual General Meeting

of the Company, till the conclusion of the 5th consecutive Annual General Meeting of the Company,

subject to ratification by the Members at every Annual General Meeting at a remuneration decided by

the Board of Directors of the Company.

M/s. DMKH & Co., Chartered Accountants have confirmed that their appointments, if made would be

in accordance with the provisions of the Section 141 Companies Act, 2013 and that they are not

disqualified for re-appointment.


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Auditors Qualification:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of

Mr. Mayank Arora, Company Secretary in Practice, Mumbai (Mem. No. 33328 and COP No.: 13609) to conduct

the Secretarial Audit of the Company for the financial year ended March 31, 2017.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on every qualification, reservation or adverse remark made by the

Company Secretary in practice in the Secretarial Audit Report.

The details of which are provided in the Secretarial Audit Report.

C. Internal Auditor Report:

M/s. Manish Panwar & Co., Chartered Accountants (Mem. No.: 415507) have carried out the internal

audit for the Financial Year 2016-17. The Report is based on the books of accounts and other records

of the Company.

16. Listing of Shares:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the

Company has paid necessary listing fee to BSE as per the Listing Agreement.

17. Related Party Transactions :

The Company has formulated a policy on dealing with Related Party Transactions. The policy is disclosed

on the website of the Company i.e. www.ricl.in . During the year 2016-17, pursuant to Section 177 of the

Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, 2015, your Company places all the

aforesaid details before the Audit Committee periodically for its approval. A comprehensive list of related

party transactions as required by the Accounting Standard (AS) 18 issued by the Institute of Chartered

Accountants of India, forms part of the Note No. 33 of the Accounts in the Annual Report. However, these

transactions are not likely to have any conflict with the interest of the Company at large.

During the year, the Company had not entered into any contracts/arrangements/transactions with

related parties which could be considered as material except the remuneration paid to Key Managerial

Personnel.

18. Audit Committee:

The Audit Committee of the Company comprises of Two Independent & Non Executive Directors and One

Executive Director. The details are provided in the Corporate Governance Report.

Pursuant to the requirements of the Companies Act, 2013, the Company has established vigil mechanism

through Audit Committee for Directors and Employees to report genuine concerns about unethical

behaviors, actual or suspended fraud or violation of the Company’s Code of Conduct or ethics policy.

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The vigil mechanism provides for adequate safeguards against victimization of persons who use such

mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate

or exceptional cases.

19. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a

Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment

and minimization procedures as required Schedule V of Annual Report (Regulations 34 (3) and 53 (f) of

the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 so as to ensure that risk is controlled by the Executive Management.

20. Directors and Key Managerial Personnel (KMP):

a. Company’s policy on appointment and remuneration:

The Composition of the Company’s Board of Directors is in conformity with Regulation 17 of The

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, having an appropriate mix of Executive and Independent Directors to maintain

the independence of the Board. As on March 31, 2017 the Board of Directors of the Company

comprises of Five Directors including One Managing Director, One Whole Time Director and Three

Non-Executive & Independent Directors.

At the 30th Annual General Meeting of the Company, held on September 30, 2014, the members

approved the appointments of Ms. Manisha Anand, Mr. Ravi Kant Chaturvedi and Mr. Damodar Hari

Pai, as Independent Directors, not liable to retire by rotation, for five consecutive years with effect

from 30th September, 2014 up to 29th September, 2019 with an option to retire from the office at any

time during the term of appointment.

We affirm that the remuneration paid to the Director is as per the terms laid out in the nomination

and remuneration policy of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Article

of Association of the Company, Mr. Hitesh Jain, Whole Time Director of the Company retire by

rotation and being eligible, offers himself for re-appointment.

During the year under review, there is no change in the management of the Company.

b. Declaration by Independent Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed

as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid

down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year

under review, the Independent Directors met on Mondays, February 13, 2017.

At the time of appointment of an Independent Director, the Company issued a formal letter of

appointment outlining his / her role, function, duties and responsibilities as a director. The formal

letter of appointment is available at the website of the Company i.e. www.ricl.in

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c. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its

management and operations and provides an overall industry perspective as well as issues being

faced by the industry.

d. Key Managerial Personnel:

There is no change in the Key Managerial Personnel of the Company.

21. Nomination and Remuneration Policy :

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for

selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the

policy is given in the Corporate Governance Report and also posted on the website of the Company i.e.

www.ricl.in.

22. Compliance under Companies Act, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014,

your Company complied with the compliance requirements and the detail of compliances under

Companies Act, 2013 are enumerated below:

a. Board Evaluation:

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 mandates the Board shall monitor and review the Board evaluation framework. As

per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be

made by the Board of its own performance and that of its committees and Independent Directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent

Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. None

of the Independent Directors are due for re-appointments.

b. Particulars of Employees:

The ratio of the remuneration of each director to the median employees’ remuneration and other

details in terms of Section 197 (12) of the Act with rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 (“the rules”), forms a part of this Annual Report

as Annexure V.

c. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered Under Section 186 of the Companies Act, 2013 form part

of the notes to the financial statements provided in this Annual Report.

d. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange

Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules,

2014, is set out hereunder:


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Sr. No. Particulars Disclosures

1. Conservation of Energy

and Power Consumption

Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more

efficiently

2 Technology Absorption

and Research & Development

Your Company has not absorbed or imported any technology and no research and development work is carried out.

3. Foreign Exchange Earnings Exports of Goods

US $: Nil

Rs.: Nil

Outgo Nil Nil

e. Significant and Material Orders passed by the Regulators or Courts:

The matters are going on with The Additional Chief Metropolitan Magistrate court and the court has

given the next date for the hearing i.e. November 16, 2017.

Following Case Pending With Respective Court:

Sr. No

Name of the Officer in Default

Court Name Prosecution

Section Status

1.

Royal India Corporation Limited

ManojPunamiya Kumar Pal Punamiya, Mrs. Shweta Agarwal Richa Khangarot

The Additional Chief Metropolitan Magistrate, 40th court, Esplanade,

Mumbai 629A

In Progress

2.


Manoj Punamiya Kumar Pal Punamiya Mrs. Shweta Agarwal Richa Khangarot Tejas Shah


Mumbai 629A

In Progress

23. Committees of the Board:

There are currently four committees of the Board which are as follows:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Corporate Social Responsibility Committee and;

d. Stakeholders Relationship Committee.

The members of the Committees consist of Two Non-Executive Directors and One Executive Director. A

detailed note on the Board and Committees is provided under the Corporate Governance Report in the

Annual Report.


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24. Prevention of Sexual Harassment Policy:

The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the

Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An

Internal Complaints Committee has been set up to redress complaints received regarding sexual

harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Further, during the year 2016-17, no complaints were received by the Company related to sexual

harassment.

25. Green Initiatives:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs (“MCA”),

Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29,

2011 respectively has allowed companies to send official documents through electronic mode.

Like the previous year, electronic copies of the Annual Report and Notice of the 33rd Annual General

Meeting are sent to all the members whose email addresses are registered with the Company/Depository

Participant(s) for communication purposes. For members who have not registered their email addresses,

physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring

physical copies can send a request to the Company.

26. Acknowledgements:

The Directors wish to express their appreciation for the continued co-operation of the Central and State

Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to

thank all the employees for their contribution, support and continued co-operation throughout the year.

On behalf of the Board of Directors,

Sd/- Sd/-

Place : Mumbai (Manish Shah) (Hitesh Jain)

Date : August 05, 2017 Managing Director Whole-time-Director

DIN : 01953772 DIN : 05263120


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ANNEXURE-I TO DIRECTORS REPORT:

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A. INDIAN ECONOMICS SCENARIO:

India’s economy could expand by between 6.75% and 7.5% in 2017-18; a government survey said signaling

that growth could recover sooner than expected after a shock scrapping of high-value banknotes to fight

“black money”. The cash ban, however, will slow down growth for 2016-17 to below 7%, said the Economic

Survey, which is an annual government report on the economy that also sets the tone for the general budget

and floats new policy ideas. “The cash squeeze… will have significant implications for GDP, reducing 2016-17

growth by ¼ to ½ (0.25 to 0.5) percentage points compared to the baseline of 7%,”the survey said. It put the

growth rate in the first eight months of the current financial year at 7.1%. The survey comes barely three

months after Prime Minister Narendra Modi pulled out about 86% of all cash from the economy, disrupting

economic activity in Asia’s third-largest economy and hit particularly the poor.

The survey said “demonetization” would bring long-term benefits to the economy. It also said structural

reforms and a proposed Goods and Service Tax could boost growth rate to 8-10%. The survey, which is

authored by government’s chief economic advisor, suggested quick replenishment of cash in the economy and

free convertibility of cash to deposits to stem any GDP growth deceleration.

“The Indian economy has sustained a macro-economic environment of relatively lower inflation, fiscal

discipline and moderate current account deficit coupled with broadly stable rupee-dollar exchange rate,” it

said. Also, growth in the industrial sector was estimated to moderate to 5.2% in 2016-17 from 7.4% the

previous financial year, it said.

SEGMENT INFORMATION

Bullions & Diamonds

Indian Gems & Jewellery Industry:

The Gems and Jewellery segment plays a momentous role in the Indian economy, contributing around 6-7 per

cent of the country’s GDP. One of the fastest growing segment, it is extremely export oriented and labour

intensive. Based on its potential for growth and value addition, the Government of India has declared the

Gems and Jewellery segment as a focus area for export promotion. The Government has recently undertaken

various measures to promote investments and to upgrade technology and skills to promote ‘Brand India’ in

the international market.

India is deemed to be the hub of the global jewellery market because of its low costs and availability of high-

skilled labour. India is the world’s largest cutting and polishing centre for diamonds, with the cutting and

polishing industry being well supported by government policies. Moreover, India exports 75 per cent of the

world’s polished diamonds, as per statistics from the Gems and Jewellery Export promotion Council (GJEPC).

India's Gems and Jewellery segment has been contributing in a big way to the country's foreign exchange

earnings (FEEs). The Government of India has viewed the segment as a thrust area for export promotion. The


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Indian government presently allows 100 per cent Foreign Direct Investment (FDI) in the sector through the

automatic route.

Bullions Industry at a Glance:

The gems and jewellery market in India is home to more than 500,000 players, with the majority being small

players. India is one of the largest exporters of gems and jewellery and the industry is considered to play a

vital role in the Indian economy as it contributes a major chunk to the total foreign reserves of the country.

UAE, US, Russia, Singapore, Hong Kong, Latin America and China are the biggest importers of Indian

jewellery. The demand for gold in India rose by 15 per cent year-on-year to reach 123.5 tonnes during

January-March 2017, according to the World Gold Council (WGC). The Goods and Services Tax (GST) and

monsoon will steer India’s gold demand going forward.

The overall net exports of Gems & Jewellery during April 2017 stood at US$ 3.2 billion, whereas exports of cut

and polished diamonds stood at US$ 1.75 billion. Exports of gold coins and medallions stood at US$ 553.59

million and silver jewellery export stood at US$ 768.92 million during April 2017

Government Initiatives:

1. In the Union Budget 2017-18, the Government of India, offered tax cuts for the middle class and other

sections of society (5 per cent for the Rs 250,000-500,000 tax slab; which was 10 per cent initially).

All these measures will drive consumption, which will be favorable to the gems and jewellery

industry.

2. The Government of India’s proposal to cut corporate tax rates to 25 per cent for micro, small and

medium enterprises (MSMEs) having annual turnover up to Rs 50 crore (US$ 7.5 million) will benefit

a large number of gems and jewellery exporters from MSME category.

3. The Government of India’s announcement on establishing gold spot exchange could help in India’s

participation in determining gold price in the international markets.

4. The demonetization move is encouraging people to use plastic money, debit/ credit cards for buying

jewellery. This is good for the industry in the long run and will create more transparency.

5. The Reserve Bank of India has announced norms for gold monetization scheme, which allows

individuals, trusts and mutual funds to deposit gold with banks in return for interest, to help reduce

gold imports and alleviate pressure on trade balance.

6. The Reserve Bank of India (RBI) has liberalized gold import norms. With this, star and premier

export houses can import the commodity, while banks and nominated agencies can offer gold for

domestic use as loans to bullion traders and jewellers.

7. India has signed a Memorandum of Understanding (MoU) with Russia to source data on diamond

trade between the two countries. India is the top global processor of diamonds, while Russia is the

largest rough diamond producer. The Government of India is planning to establish a special zone

with tax benefits for diamond import and trading in Mumbai, in an effort to develop the city as a rival

to Antwerp and Dubai, which are currently the top trading hubs for diamond.


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8. Due to shortage of skilled manpower, the Gems and Jewellery Skill Council of India is planning to

train over four million people till 2022. The council aims to train, skill and enhance 4.07 million

people by 2022. The council plans to tie-up with the existing training institutes including Gemological

Institute of America (GIA) and Indian Gemological Institute (IGI), along with setting up of new

institutes in major diamond cutting and processing centres, Gems and Jewellery Export Promotion

Council (GJEPC) said in a statement here.

9. The, Gems and Jewellery Export Promotion Council (GJEPC) has also proposed to develop a jewellery

park on Thane-Belapur Road which is around five kilometers from Mumbai with a view to boost the

Mumbai-based jewellery industry by providing modern facilities and services.

10. Indian Institute of Gems & Jewellery (IIGJ) Mumbai, a project of the GJEPC, has come-up with three-

year Graduate Program in Jewellery Design & Manufacturing Techniques with an introduction to

Management studies in collaboration with Welingkar Institute of Management.

11. In September 2015, the Government of India approved the gold monetisation plan in the form of

revamped Gold Deposit Scheme (GDS) and the Gold Metal Loan (GML) Scheme to mobilise tonnes of

gold stored in households and temples across the country. The Union Cabinet also approved the

introduction of Sovereign Gold Bond Scheme, under which gold bonds denominated in grams of gold

will be issued to individuals by the Reserve Bank of India (RBI), in consultation with Ministry of

Finance.

Road Ahead:

In the coming years, growth in the industry would be highly contributed with the development of the large

retailers/brands. Established brands are guiding the organized market and are opening opportunities to

grow. Increasing penetration of organized players provides variety in terms of products and designs. These

players are also offering financing schemes to consumers to further boost sales. Also, the relaxation of

restrictions of gold import is likely to provide a fillip to the industry. The improvement in availability along

with the reintroduction of low cost gold metal loans and likely stabilization of gold prices at lower levels is

expected to drive volume growth for jewellers over short to medium term. The demand for jewellery is

expected to be significantly supported by the recent positive developments in the industry.

Threats: 1. Importance of gold and silver rising all the more in the new era – Indian’s hoards around 15,000 tonnes

of gold valued at around Rs. 90,000 crore!!

2. Bring down octroi on silver, levy uniform 1% VAT on gold across the country, this will facilitate smooth,

unrivalled trade between states as also smoothen the nascent bullion futures trade and the soon-to-be

allowed investment in paper gold.

3. Need to lower duty on import of raw gold, silver compared to those levied on import of finished bars.


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4. Better vaulting facilities as also hall marking, assaying and refining facilities so as to utilize these to take

advantages of the available opportunities emerging in competitive bullion investment market in India.

B. OUTLOOK: In the years to come, the growth of the industry will depend on the development of the retail/ brand side of

the industry. Established brands are expected to guide the organized market and open up opportunities for

growth especially with the growing preference for branded products. Increasing penetration of organized

players provides a variety in terms of products and designs. Also, the relaxation of restrictions of gold import

is likely to provide a fillip to the industry. The improvement in availability along with the reintroduction of

low cost gold metal loans and likely stabilization of gold prices at lower levels is expected to drive volume

growth for jewelers over the short to medium term.

Internal Control System: Sustainability comes with long terms vision and focus. Involvement in diverse activities across several

industries enables Companies to tap opportunity to diversify business, reduce risks and increase revenues.

The Company continues to explore the possibilities of expansion in its activities and accordingly Company

plans to enter into refinery and Gold Dore bar, Gold Bar and other Gold Products.

C. RISKS AND CONCERNS: The selected parameters are government regulations, demand supply dynamic, competitive scenario, macro-

economic variables, resources risk and profitability and cost structure. The scores gives to individual

parameters reflect the extent of positive/negative impact on business operating environment.

D. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has adequate internal control procedures commensurate with the size of the Company and the

nature of its business for purchase of stores, raw materials, components, plant and machinery, equipment and

other assets, and for the sale of goods. The Company also has in place an Audit Committee to have a periodic

over view of the internal control procedures of the Company. The Audit committee is accessible at all times to

the employees of the Company for any improvement to be recommended in the procedures in place.

E. CAUTIONARY STATEMENT:

Statements in this report and Corporate Governance Report read together with the Directors' Report and

financial statement describing the Company's objectives, and predictions, may be “forward looking

statements”. Actual results may differ from those expressed or implied due to variations in prices of raw

materials, seasonal demand and pricing in the Company's principal markets, changes in Government

regulations, tax regimes, economic developments within India and other incidental factors.


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F. HUMAN RESOURCE DEVELOPMENT:

The Company considers that its relationship with its employees is vital and ensures that employees feel

valued and is endeavoring to create an environment and culture within which every employee can put his

best efforts and maximize his contribution. The Company ensures that all its employees remain competent

through education, skills, training and experience as necessary. The Company has had cordial relations

between the management and employees and an atmosphere of harmonious working to achieve the business

objectives of the Company throughout the year. The Company is poised to motivate each of its employees to

perform to the fullest extent possible and to appropriately reward their excellence.

Mumbai, August 05, 2017


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ANNEXURE-II TO DIRECTORS REPORT

REPORT ON CORPORATE GOVERNANCE:

The Company’s Report on Corporate Governance pursuant to Regulation 34 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March

31, 2017

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company “Royal India Corporation Limited” is committed to sound corporate governance practices. The

Company’s policy on Corporate Governance is to make it a way of life by, inter alia; adopting the standard

Corporate Governance practices through continual improvement of internal systems and satisfaction of

customers and shareholders. It strongly believes in attaining transparency, accountability and equity, in all its

operations, and in its interactions with stakeholders including shareholders, customers, vendors, employees,

government and lenders.

2. Board of Directors:

a. Composition of the Board:

The Company has a very balanced and diverse Board of Directors, which primarily take care of the

business needs and shareholders interest. The Composition of the Board is in conformity with Regulation

17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 as detailed in the table 2 (c) below and also the provisions of the Act. The Company

does not have any Nominee Director on its Board.

b. Board Meetings and Annual General Meeting:

There were Four (4) Board Meetings held during the year ended March 31, 2017 i.e. on May 28, 2016,

August 10, 2016, November 12, 2016, and February 13, 2017. The AGM was held on August 11, 2016.

C. Membership, Attendance and Other Directorships:

Sr.

No.

Name of Directors

& Director

Identification

Number (DIN)

Category Designation

Number

of Board

Meetings

Attended

Whether

attended

last AGM

No. of

other Directorships

##

No. of

Chairmanship/

Membership in other

Board Committees*

Chairman Member Chairman Member

1 Mr. Manish Shah

DIN: 01953772

Executive

Director

Managing

Director 4 No - 1 - -

2 Mr. Hitesh Jain

DIN: 05263120

Executive

Director

Whole Time

Director 1 Yes - 2 - -

3 Mr. Damodar Hari Pai

DIN: 00172372

Non Executive

&

Independent

Director 4 Yes - - - -

4 Ms. Manisha Anand

DIN: 03497950

Non Executive

&

Independent

Director 4 Yes - - - -

5

Mr. Ravikant

Chaturvedi

DIN: 05198811

Non Executive

&

Independent

Director 1 No - - - -


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3. Committees of the Board:

The Board has constituted the following Committees of Directors:

i. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the

Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements), Regulations, 2015. The Committee comprises of members

who possess financial and accounting expertise/ exposure.

The statutory auditors, internal auditors attend Audit Committee meeting as Invitees. The Company

Secretary acts as a Secretary to the Audit Committee.

Composition & Attendance:

During the year under review, 4 Meetings of the Audit Committee were held, the dates being May 28,

2016, August 10, 2016, November 12, 2016, and February 13, 2017.

The composition of the Audit Committee as on date of this report is as follows:

Sr. No. Name of the Director Designation Category No. of meetings attended

1 Ms. Manisha Anand Chairperson Independent & Non Executive 4

2 Mr. Damodar Hari Pari Member Independent & Non Executive 4

3 Mr. Hitesh Jain Member Whole Time Director 1

The role of the Audit Committee flows directly from the Board of Director’s overview function on

corporate governance, which holds the Management accountable to the Board and the Board accountable

to the stakeholders. The term of reference of the Audit Committee broadly includes acting as a catalyst, in

helping the organization achieve its objectives. The Audit Committee’s primary role is to review the

Company’s financial statements, internal financial reporting process, internal financial controls, the audit

process, adequacy, reliability and effectiveness of the internal control systems, vigil mechanism, related

party transactions, monitoring process for compliance with laws and regulations and the code of conduct.

The Audit Committee also reviews reports and presentations and the responses thereto by the

management.

Internal Audit and Control:

M/s. Manish Panwar & Co., Chartered Accountants (Mem. No.: 415507) have carried out the internal

audit for the Financial Year 2016-17 and their internal audit plan and remuneration are approved by the

Audit Committee. The reports and findings of the internal auditor and the internal control system are

reviewed by the Audit Committee.

ii. Nomination and Remuneration Committee:

The committee’s constitution and terms of reference are in compliance with the provisions of the Section

178 of the Companies Act, 2013, Regulation 19 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements), Regulations, 2015.


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Composition & Attendance:

Board terms of reference of the Committee include approval/recommendation to the Board of

salary/perquisites, commission and retirement benefits, finalization of the perquisites package payable

to the Company’s Managing/ Administration.

The Committee met once in a year i.e. February 13, 2017.

Terms of Reference:

a) To identify persons who are qualified to become Directors and who may be appointed in the senior

management in accordance with the criteria laid down, recommend to the Board their appointment

and removal and to carry out evaluation of every Director’s performance along with the Board.

b) To formulate the criteria for determining qualifications, positive attributes and independence of a

Director and recommend to the Board a Policy, relating to the remuneration for the Directors, Key

Managerial Personnel and other employees.

c) Formulation of criteria for evaluation of Independent Directors and the Board.

d) Devising a policy on Board Diversity.

e) Evaluate the level and composition of remuneration to be reasonable and sufficient to attract, retain

and motivate Directors of the quality required to run the Company successfully.

Remuneration Policy:

Payment of remuneration to the Managing /Whole Time Director is governed by the respective Letter of

Appointments between them and the Company. The same are approved by the Board and by the

shareholders. Their remuneration structure comprises salary, incentive, bonus, benefits, perquisites and

allowances, contribution to provident fund, superannuation and gratuity. The Non-Executive Director do

not draw any remuneration from the Company other than sitting fees and such commission as may be

determined by the Board from time to time.

The details of remuneration paid to the Directors during the Financial Year 2016-17 are given below:-

Name of the Director Designation Salary

Sitting Fees Paid (Rs.) No. of shares

held as on

March 31, 2017 Board

Meeting

Audit

Committee

Mr. Hitesh Jain Whole Time Director 1,80,000 - - -

Mr. Manish N. Shah Managing Director 2,40,000 - - 100

Mr. Damodar Hari Pai Director - - - -

Ms. Manisha Anand Director - - - -

Mr. Ravi Kant Chaturvedi Director - 60,000 - -

No significant material transactions have been made with non-Executive Directors vis-à-vis the Company.

Sr.

No. Name of the Director Designation Category

No. of meetings

attended

1. Mr. Ravikant Chaturvedi Chairman Independent & Non Executive 1

2. Ms. Manisha Anand Member Independent & Non Executive 1

3. Mr. Manish Shah Member Executive Director 1


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Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 (“Act”) and the corporate governance

requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 27(2) of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be applicable, the

Board of Directors (“Board”) has carried out an annual evaluation of its own performance and that of its

committees and individual directors. The performance of the Board and individual directors was

evaluated by the Board seeking inputs from all the Directors.

The performance of the committees was evaluated by the Board seeking inputs from the committee

members. The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the

individual directors. A separate meeting of Independent Directors was also held to review the

performance of non-independent directors; performance of the Board as a whole and performance of the

Chairperson of the Company, taking into account the views of executive directors and non-executive

directors. This was followed by a Board meeting that discussed the performance of the Board, its

committees and individual directors.

The criteria for performance evaluation of the Board included aspects like Board composition and

structure; effectiveness of Board processes, information and functioning etc. The criteria for performance

evaluation of committees of the Board included aspects like composition of committees, effectiveness of

committee meetings etc. The criteria for performance evaluation of the individual directors included

aspects on contribution to the Board and committee meetings like preparedness on the issues to be

discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the

Chairperson was also evaluated on the key aspects of his/her role.

iii. Stakeholders Relationship Committee (SR):

The Committee’s constitution and terms of reference are in compliance with the provisions of Section

178(5) of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements), Regulations, 2015.

Composition and Attendance during the year ended March 31, 2017:

The Committee met twice a year i.e. on May 28, 2016 and on November 12, 2016.

Sr. No. Name of the Director Designation Category No. of meetings

attended

1 Ms. Manisha Anand Chairperson Independent & Non

Executive 2

2 Mr. Damodar Hari Pai Member Independent & Non

Executive 2

3 Mr. Hitesh Jain Member Whole Time Director 1

Terms of Reference:

The broad terms of reference of the said Committee are as follows:

a. To look into the redressal of grievances such as transfer/ transmission of security, non-receipt of

annual reports, dividends, interest etc. of various stakeholders of the Company viz. shareholders,

debenture holders, fixed deposit holders and other security holders.


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b. To monitor transfers, transmission, splitting, consolidation, dematerialisation, rematerialisation of

securities issued by the Company and issue of duplicate security certificates. As per Rule 6(2) (a) of

the Companies (Share Capital and Debentures) Rules, 2014, a duplicate share certificate is to be

issued in lieu of a lost or destroyed certificate, only with the prior consent of the Board or Committee

thereof. Accordingly, duplicate share certificates are now issued with the prior approval of the

Committee.

c. To carry out the functions as envisaged under the Code of Conduct to regulate, monitor and report

trading by insiders and code of practices and procedures for fair disclosures of unpublished price

sensitive information adopted by the Company in terms of Regulations 8(1), 9(1) and 9(2) of SEBI

(Prohibition of Insider Trading) Regulations, 2015.

The Committee expresses satisfaction with the Company’s performance in dealing with investors’

grievance and its share transfer system.

Name and Designation of Compliance Officer: Ms. Siddhi Patil, Company Secretary.

Status of number of shareholders’ complaints received, pending & redressed is as under:

(i) No. of Shareholder’s complaints received Nil

(ii) No. of complaints not redressed and pending as on date Nil

(iii) No. of share transfers pending for more than a fortnight Nil

iv. Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act, 2013 the Company constituted a Corporate Social

Responsibility (CSR) Committee of the Board and policy is available at the website of the Company i.e.

www.ricl.in

Further, one meeting of the CSR Committee was held during the year i.e. February 13, 2017 under review.

Composition:

Sr. No. Name of the Director Designation Category Meeting attended

1 Mr. Ravikant Chaturvedi Chairman Non Executive Director 1

2 Ms. Manisha Anand Member Non Executive Director 1

3 Mr. Hitesh Jain Member Whole Time Director -

The CSR Committee will:

(a) review the existing CSR Policy from time to time and the activities to be undertaken by the Company

towards CSR activities;

(b) recommend the project/programme to be undertaken, amount of expenditure to be incurred, roles

and responsibilities of various stakeholders, etc. in respect of CSR activities; and

(c) monitor for ensuring implementation of the projects/ programmes undertaken or the end use of the

amount spent by the Company towards CSR activities.

4. Independent Directors Meeting:

During the year under review, the independent directors met on Feb 13, 2017, inter alia to discuss:

(a) Evaluation of the performance of the Board as a whole.

http://www.ricl.in/


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(b) Evaluation of performance of the non-independent, non executive directors and the Board

Chairperson.

All the independent directors were presents at the meeting.

5. Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, its management

and operations and provides an overall industry perspective as well as issues being faced by the industry.

5. Performance Evaluation: Pursuant to the provisions of the Companies Act, 2013 (“Act”) and the Corporate Governance

requirements as prescribed by the Listing Regulations (as may be applicable), the Board of Directors

(“Board”) has carried out an annual evaluation of its own performance, and that of its Committees and

individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from

all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the

Committee Members. The Nomination and Remuneration Committee (“NRC”) reviewed the performance

of the individual Directors. A separate meeting of the Independent Directors was also held to review the

performance of Non-Independent Directors; performance of the Board as a whole, taking into accounts

the views of Executive Directors and Non-Executive Directors.

This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee Meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

6. General Body Meetings:

A. Location and time, where last 3 years’ General Meeting were held:

Financial Year Date Location of the Meeting Time

2015-16 11/08/2016 Office No. 62, 6th Floor, C wing, Mittal Tower,

Nariman Point, Mumbai 400021. 11:30 a.m


Nariman Point, Mumbai 400021. 11:30 a.m


Nariman Point, Mumbai 400021. 11:30 a.m.

B. Whether any Special Resolutions were passed last year through postal ballot: Nil

C. Person who conducted postal ballot exercise: Not Applicable


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D. Whether any special resolution is proposed to be passed through postal ballot this year: During the

current year, if special resolutions are proposed to be passed through postal ballot, the same would be

taken up at the appropriate time.

E. Procedure for postal ballot:

If any special resolution is passed through postal ballot during the current year, the procedure for postal

ballot will be followed in terms of Section 110 of the Companies Act, 2013, read with the Companies

(Management and Administration) Rules, 2014, as amended from time to time.

7. Other Disclosures:

A. The Company has been complying with all statutory requirements and no penalties or strictures have

been imposed on it by SEBI, BSE or any regulatory or statutory body on any matter.

B. Related Party Transaction:

The Company has formulated a policy on dealing with Related Party Transactions. The policy is

disclosed on the website of the Company i.e. www.ricl.in . All transactions entered in to with Related

Parties as defined under the Companies Act, 2013 and Regulation 23 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the

financial year were in the ordinary course of business and on an arm length basis and do not attract

the provisions of Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contracts/arrangements/transactions with

related parties which could be considered as material.

C. Risk Management:

The Company has in place mechanism to inform Board Members about the risk assessment and

minimization procedures. The Audit Committee and the Board periodically reviewed the risk

assessment and minimization procedures as required under Schedule V of Annual Report of

Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India(Listing Obligations and

Disclosure Requirement) Regulations, 2015 so as to ensure that risk is controlled by the Executive

Management.

D. Whistle Blower Policy:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent

manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

Towards this end, the Company has implemented a Whistle Blower Policy, with a view to provide a

mechanism for employees and Directors of the Company to approach the Ethics Committee or

Chairman of the Audit Committee of the Company to report instances of violations of laws, rules and

regulations, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of

conduct or ethics policy. The vigil mechanism also provides adequate safeguards against

victimisation of persons who use such mechanisms and also to ensure direct access to the Ethics

Committee or Chairman of the Audit Committee in appropriate or exceptional cases. The Board has

approved the whistle blower policy which has been uploaded on the Company’s website i.e. on

www.ricl.in.

E. Disclosure of Accounting Treatment: In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable and notified under the Companies Act, 2013.

http://www.ricl.in/

http://www.ricl.in/


ANNUAL REPORT

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F. WTD Certification:

Mr. Hitesh Jain, Whole Time Director of the Company, have certified to the Board in accordance with

Schedule V of Annual Report of Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirement) Regulations, 2015 pertaining for the

Financial Year 31st March, 2017.

G. Prevention of Insider Trading Code:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders and

code of practices and procedures for fair disclosures of unpublished price sensitive information in

terms of Regulations 8(1), 9(1) and 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

All the Directors, employees at senior management level and other specified persons who could have

access to unpublished price sensitive information of the Company is governed by this code.

H. Code of Conduct:

The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive

Directors as also for the employees including Whole-time Directors and other members of Senior

Management. The said Code has been communicated to all the Directors and members of the Senior

Management. The Code has also been posted on the Company’s website: www.ricl.in.

8. Share Transfer System:

All share transfer, dematerialization and related work is managed by a common agency, Link Intime India

Private Limited, C- 101, 247 Park, LBS Marg, Vikhroli-West, Mumbai- 400083. Shareholders are

requested to send all share transfer requests, demat/ remat requests, correspondence relating to shares

i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

9. Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), CS Ruchika Bohra, Practicing Company

Secretary carried out the Share Capital Audit to reconcile the total admitted capital with National

Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), shares

held physically as per the register of members and the total issued and listed capital. This audit is carried

out every quarter and the report thereon is submitted to the Stock Exchange, NSDL and CDSL and is also

placed before the Share Transfer, Shareholders’/Investors Grievance and Ethics & Compliance Committee

and the Board of Directors.

10. Green Initiative:

Electronic copies of the Annual Report and Notice of the 33rd Annual General Meeting are sent to all

members whose email addresses are registered with the Company/Depository Participant(s) for

communication purposes. For members who have not registered their email addresses, physical copies of

the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can

send a request to the Company.

11. Means of Communication:

1) The quarterly results of the Company are published in two newspapers in compliance with the

provisions of Schedule V i.e. Annual Report of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Generally, the same are published in

Business Line (English language) and Mumbai Lakshadweep (Marathi language) in Mumbai. As the

results of the Company are published in the newspapers, half-yearly reports are not sent to each


ANNUAL REPORT

2016-17

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household of shareholders. The quarterly results as well as the proceedings of the Annual General

Meeting are submitted to the Bombay Stock Exchange Limited, immediately after the conclusion of

the respective meeting.

2) No presentations were made to the institutional investors or to analysts during the year under

review.

3) The Management Discussion and Analysis Report form a part of this Annual Report.

4) Financial Calendar (tentative and subject to change)

Financial reporting for quarter ended

June 30, 2017 by August 14, 2017

September, 2017 by November 15, 2017

December, 2017 by February 14, 2018

March, 2018 by May 30, 2018

Annual General Meeting for the year ended 31st March 2017 – on or before September 30, 2017.

12. General Shareholder Information:

i. Date and time of Annual General Meeting of Shareholders Friday, September 29, 2017 at 11:00 a.m.

ii. Dates of Book Closures

Saturday, September 23, 2017 to Friday,

September 29, 2017 (Both the days

inclusive)

iii. Venue of AGM 62, 6th Floor, C Wing, Mittal Tower,

Nariman Point, Mumbai: 400 021

iv. Listing on stock exchanges

The Equity Shares of the Company are

listed on Bombay Stock Exchange Limited.

There is no default in payment of Annual

Listing Fees as prescribed.

v. Stock Exchange Code 512047 (Bombay Stock Exchange Limited)

vi. Financial year April to March

vii. Dividend payment date N.A.

13. Market Price Data (Monthly High/Low on BSE) (For Face Value Rs. 10/- each) :

Month High (Rs.) Low (Rs.) No. of Shares No. of Trades

April’ 2016 2.30 2.19 1505 3

May’ 2016 2.53 2.29 4475 7

June’ 2016 3.44 2.65 7879 28

July’2016 3.50 3.16 8575 16

August’ 2016 3.50 3.17 2141 15

September’ 2016 3.29 3.14 3600 4

October’2016 3.60 2.85 9450 23


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November’ 2016 3.58 3.25 212 4

December’ 2016 3.10 2.67 1875 11

January’ 2017 2.92 2.52 22486 26

February’ 2017 2.89 1.94 277174 48

March’ 2017 1.90 1.36 488802 154

Comparative Performance: No meaningful comparison is possible with any index.

CATEGORY-WISE DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2017

Category Shareholders Shares

Number % to total Shareholders Number % to Capital

PROMOTERS HOLDING

Indian Promoters

Total of promoter holding

6

0.51

1,05,97,251

45.91

6 0.51 1,05,97,251 45.91

NON- PROMOTER HOLDING

Institutional Investors

Banks

FIIs

Others

Corporate Bodies

Indian Public

NRIs / OCBs

Clearing Member

HUF

0

0

60

1036

5

14

59

0.00

0.00

5.07

87.80

0.44

1.18

5.00

0.00

0.00

3270881

8349745

4000

38397

819726

0.00

0.00

14.18

36.18

0.02

0.16

3.55

Total of non-promoter holding 1174 99.49 12482749 54.09

Grand Total 1180 100.00 230,80,000 100.00

SLAB-WISE DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2017

NOMINAL VALUE OF RS. SHAREHOLDERS

NUMBER % OF TOTAL

NO. OF SHARES

(Rs.10 each)

%TO

EQUITY

1 – 500 651 55.1695 93735 0.4061

501-1000 137 11.6102 119631 0.5183

1001-2000 69 5.8475 109267 0.4734

2001-3000 38 3.2203 100175 0.4340

3001-4000 30 2.5424 109855 0.4760

4001-5000 35 2.9661 171478 0.7430

5001-10000 66 5.5932 513937 2.2268

10001-***** 154 13.0508 21861922 94.7224

TOTAL 1180 100 23080000 100.00


ANNUAL REPORT

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14. Dematerialization of Shares:

The Company’s shares are available for trading in dematerialized form under both the Depository

Systems – NSDL and CDSL. Connectivity with both NSDL and CDSL is provided by Link Intime India Pvt.

Ltd., under tripartite agreements. The distribution of dematerialized and physical shares as on March 31,

2017 was as follows:

S. No. Particulars No. of Shares Percentage

1 Dematerialized Shares

CDSL 4986905 21.61

NSDL 17843875 77.31

Total 22830780 98.92

2 Physical Shares 249220 01.08

TOTAL 2, 30,80,000 100.00

Outstanding GDR/ADR/Warrants/Convertible instruments etc:

There are no outstanding securities as at March 31, 2017.

15. Plant location:

The Company does not have any plant.

16. Investors Correspondence:

Link Intime India Private Limited

C- 101, 247 Park, LBS Marg, Vikhroli-West, Mumbai- 400083

Tel No: (022) 49186 0000

Fax No: (022) 49186 060

Email-id: [email protected]

Mumbai, August 05, 2017

Declaration on adherence to the Code of Conduct under Regulation 34 (3) and 53 (f) of the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

As provided under Regulation 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, this is to confirm that

all the Members of the Board and the Senior Management have affirmed compliance with the Code of Conduct

for the year ended March 31, 2017.

For Royal India Corporation Limited

Sd/-

Mumbai, August 05, 2017 (Hitesh Jain)

Whole-time-Director

DIN : 05263120



ANNUAL REPORT

2016-17

(30)

CERTIFICATE FROM THE AUDITOR OF THE COMPANY

To,

The Members of


We have examined the compliance of conditions of Corporate Governance by Royal India Corporation Limited

(“the Company”), for the year ended March 31, 2017, as stipulated in Regulation 34 (E) read with Schedule V

of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 (‘Listing Regulations’).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for ensuring

the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion

on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify

that the Company has complied with the conditions of Corporate Governance as stipulated in the above-

mentioned Listing Agreement / Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For DMKH & Co.

Chartered Accountants

FRN : 116886W

Sd/-

Place : Mumbai (CA Manish Kankani)

Date : August 05, 2017 Partner

M.No. : 158020


ANNUAL REPORT

2016-17

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ANNEXURE-III TO DIRECTORS REPORT

EXTRACT OF ANNUAL RETURN:

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

I CIN L45400MH1984PLC032274

Ii Registration Date 25/02/1984

iii Name of the Company Royal India Corporation Limited

Iv Category/Sub-category of the Company Company Limited by shares

V Address of the Registered office & contact details

62, 6th Floor, C wing, Mittal Tower, Nariman Point, Mumbai 400021.

vi Whether listed company Yes

vii Name, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Pvt. Ltd. C-101, 247 Park, LBS Marg, Vikhroli-West, Mumbai – 400083 Phone: 022- 4918 6000

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

S. No. Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1 Trading of Gold Bullion 46620 100%

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

S. No. Name

& Address of the Company

CIN/GLN HOLDING/

SUBSIDIARY/ ASSOCIATE

% OF SHARES

HELD

APPLICABLE SECTION

1 NIL NIL NIL NIL NIL


ANNUAL REPORT

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IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

S. No. Category of

Shareholders

Shareholding at the beginning of the year – 01.04.2016

Shareholding at the end of the year -31.03. 2017 %

Change during

the year Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares

(A) Shareholding of Promoter and Promoter Group

[1] Indian

(a) Individuals/ Hindu Undivided Family

7162406 0 7162406 31.0330 7162406 0 7162406 31.0330 0.0000

(b) Central Government/ State Government(s)

0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Financial Institutions/ Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Any Other (Specify)

Bodies Corporate 3434845 0 3434845 14.8823 3434845 0 3434845 14.8823 0.0000

Sub Total (A-1) 10597251 0 10597251 45.9153 10597251 0 10597251 45.9153 0.0000

[2] Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals)

0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Government 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Institutions 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Any Other (Specify)

Sub Total (A-2) 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total Shareholding of Promoter and Promoter Group (A)=(A-1)+(A-2)

10597251 0 10597251 45.9153 10597251 0 10597251 45.9153 0.0000

(B) Public Shareholding

[1] Institutions

(a) Mutual Funds / UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Venture Capital Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Alternate Investment Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) Foreign Venture Capital Investors 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Foreign Portfolio Investor 0 0 0 0.0000 0 0 0 0.0000 0.0000

(f) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000

(g) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000

(h) Provident Funds/ Pension Funds 0 0 0 0.0000 0 0 0 0.0000 0.0000

(i) Any Other (Specify)

Sub Total (B-1) 0 0 0 0.0000 0 0 0 0.0000 0.0000

[2] Central Government/ State Government(s)/ President of India

Sub Total (B-2) 0 0 0 0.0000 0 0 0 0.0000 0.0000

[3] Non-Institutions

(a) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh.

903700 36120 939820 4.0720 1002967 36120 1039087 4.5021 0.4301

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

5970816 204600 6175416 26.7566 7106058 204600 7310658 31.6752 4.9186

(b) NBFCs registered with RBI 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Employee Trusts 0 0 0 0.0000 0 0 0 0.0000 0.0000


ANNUAL REPORT

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(d) Overseas Depositories (holding DRs) (balancing figure)

0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Any Other (Specify)

Hindu Undivided Family 830595 0 830595 0.0000 819726 0 819726 3.5988 3.5988

Non Resident Indians (Non Repat)

100 0 100 0.0004 100 0 100 0.0004 0.0000

Non Resident Indians (Repat) 3900 0 3900 0.0169 3900 0 3900 0.0169 0.0000

Clearing Member 61362 0 61362 0.2659 38397 0 38397 0.1664 -0.0995

Bodies Corporate 4463056 8500 4471556 19.3741 3262381 8500 3270881 14.1712 -5.2029

Sub Total (B-3) 12233529 249220 12482749 54.0847 12233529 249220 12482749 54.0847 0.0000

Total Public Shareholding (B)=(B-1)+(B-2)+(B-3)

12233529 249220 12482749 54.0847 12233529 249220 12482749 54.0847 0.0000

Total (A)+(B) 22830780 249220 23080000 100.0000 22830780 249220 23080000 100.0000 0.0000

(C) Non Promoter - Non Public

[1] Custodian/DR Holder 0 0 0 0.0000 0 0 0 0.0000 0.0000

[2] Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014)

0 0 0 0.0000 0 0 0 0.0000 0.0000

Total (A)+(B)+(C) 22830780 249220 23080000 100.0000 22830780 249220 23080000 100.0000 0.0000

(ii) SHARE HOLDING OF PROMOTERS

S. No. Shareholders Name

Shareholding at the beginning of the year 01.04.2016

Shareholding at the end of the year 31.03.2017

% change

in share holding during

the year

NO of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

NO of shares

% of total

shares of the

company

% of shares pledged

encumbered to total shares

1 MANOJKUMAR BABULAL JAIN

4235067 18.35 4.72% 4235067 18.35% 4.72% 0

2 SHRI BAIJU TRADING & INVESTMENT PVT LTD

1910000 8.2756 0 1910000 8.2756 0 0

3 LATA MANOJ JAIN 2927339 12.6834 0 2927339 12.6834 0 0

4 HILLVIEW IMPEX PVT LTD 1524845 6.6068 0 1524845 6.6068 0 0

Total 10597251 45.9153 4.72% 10592751 45.9153 4.72% 0

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

S. No.

Share holding at the beginning of the Year

Cumulative Share holding during the year

No. of Shares

% of total shares of the company

No. of shares


At the beginning of the year

Date wise increase/ decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc)

NO CHANGE

At the end of the year


ANNUAL REPORT

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(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS

(other than Directors, Promoters & Holders of GDRs & ADRs)

S. No.

Shareholders Name

Shareholding at the beginning of the

year 01.04.2016

Date Increase/Decrease in

Shareholding

Reason Shareholding at the end of the year

31.03.2017

No. of shares

% of total shares of

the company

No. of

shares

% of total shares of

the company

1 Kalpesh Kinariwala

8,81,158 3.82%

23.12.2016 929 Sold

8,57,582 3.71%

06.01.2017 4,550 Sold 20.01.2017 501 Sold 10.02.2017 500 Sold 17.02.2017 1,000 Sold 24.02.2017 500 Sold 03.03.2017 8,100 Sold 10.03.2017 3,500 Sold 17.03.2017 2,400 Sold 24.03.2017 600 Sold 31.03.2017 1,000 Sold

2

Trikesh Tradelink Private Limited

8,00,000 3.47%

-

-

-

8,00,000 3.47%

3

Prithviraj Saremal Kothari

5,11,197

2.21%

-

-

-

5,11,197 2.21%

4. Vishal Vijay Shah

- -

27.01.2017 3,59,000 Buy

4,50,314 2.21%

03.02.2017 6,70,000 Buy 17.02.2017 5,0994 Sold 24.02.2017 1,44,590 Sold 03.03.2017 34,110 Sold 10.03.2017 94,182 Sold

5. Kalawati Prithviraj Kothari

4,00,000 1.73% -

-

- 4,00,000 1.73%

6 Ketan Kothari

4,00,000 1.73% -

-

- 4,00,000 1.73%

7

Shalibhadra Exports Private Limited

4,00,000 1.73%

-

-

-

4,00,000 1.73%

8

Sandeep Mohanlal Jain

3,00,000 1.02%

-

-

-

3,00,000 1.02%

9 Kanaiyalal Vrajlal Jain

2,35,003 1.02% -

-

- 2,35,003 1.02%

10

Shreehari Vinimay Private Limited

2,31,100 1.0013%

-

-

-

2,31,100 1.0013%


ANNUAL REPORT

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(35)

(v)

SHAREHOLDING OF DIRECTORS & KMP

S. No. For Each of the Directors

& KMP

Shareholding at the end of the year

Shareholding during the year

No. of shares


No. of shares


1 Manish Shah 100 0 100 0

At the beginning of the year

Date wise increase/ decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc)

At the end of the year 100 0 100 0

V INDEBTEDNESS-

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs.)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtness at the beginning of the financial year

i) Principal Amount - 5,00,00,000.00 - 5,00,00,000.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - 5,00,00,000.00 - 5,00,00,000.00

Change in Indebtedness during the financial year

Additions - 34,69,00,000.00 - -

Reduction - 5,00,00,000.00 - -

Net Change - 34,69,00,000.00 - -

Indebtedness at the end of the financial year

i) Principal Amount - 34,69,00,000.00 - 5,00,00,000.00

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - 34,69,00,000.00 - 5,00,00,000.00


ANNUAL REPORT

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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager (Rs.):

S. No. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

1 Gross salary Manish Shah,

Managing Director Hitesh Jain, Whole

Time Director

(a) Salary as per provisions contained in Section 17(1) of the Income Tax. 1961.

2,40,000.00 1,80,000.00 4,20,000.00

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

- - -

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- - -

2 Stock option - - -

3 Sweat Equity - - -

4 Commission - - -

as % of profit - - -

others (specify) - - -

5 Others, please specify - - -

Total (A)

Ceiling as per the Act 2,40,000.00 1,80,000.00 4,20,000.00

B. REMUNERATION TO OTHER DIRECTORS (Rs.):

S. No. Particulars of Remuneration Name of the Directors Total Amount

1 Independent Directors

(a) Fee for attending board committee

meetings - - - - -

(b) Commission - - - - -

(c) Others, please specify - - - - -

Total (1) - - - - -

2 Other Non Executive Directors

(a) Fee for attending board committee

meetings - - - - -

(b) Commission - - - - -

(c) Others, please specify. - - - - -

Total (2) - - - - -

Total (B)=(1+2) - - - - -

Total Managerial Remuneration - - - - -

Overall Ceiling as per the Act. - - - - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs.)

S. No. Particulars of Remuneration Key Managerial Personnel

Total 1 Gross Salary CEO

Company Secretary

CFO

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

- 2,56,000.00 - 2,56,000.00

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

- - - -


ANNUAL REPORT

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(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

as % of profit - - - -

others, specify - - - -

5 Others, please specify - - - -

Total

2,56,000.00

2,56,000.00

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type

Section of the

Companies Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority (RD/ NCLT/

Court)

Appeal made if any (give

details)

A. COMPANY

Penalty - - - - -

Punishment

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -

Punishment


C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment



ANNUAL REPORT

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ANNEXURE-IV TO DIRECTORS REPORT

SECRETARIAL AUDIT REPORT:

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

To,

The Members,


62,6th Floor,'C' Wing, Mittal Tower,

Nariman Point,

Mumbai-400021

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence

to good corporate governance practice by M/s. ROYAL INDIA CORPORATION LIMITED (hereinafter called

“the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed and other

records maintained by the Company and also the information provided by the Company, its officers, agents

and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the

Company has, during the financial year ended 31st March, 2017, generally complied with the statutory

provisions listed hereunder and also that the Company has proper Board processes and compliance

mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by

M/s. ROYAL INDIA CORPORATION LIMITED (“the Company”) for the financial year ended on 31st March,

2017, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under for specified sections notified and

came into effect from 12th September, 2013 and sections and Rules notified and came into effect from

1st April, 2014;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent

of Foreign Direct Investment and Overseas Direct Investment (not applicable to the Company during

the Audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;


ANNUAL REPORT

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(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Regulations, 2009, and The Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations, 2014 notified on 28th October 2014 (not applicable to the

Company during the Audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

(not applicable to the Company during the Audit period);

(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents)

Regulations, 1993; and

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not

applicable to the Company during the Audit period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not

applicable to the Company during the Audit period);

(vi) Other Laws applicable to the Company as per the representations made by the Company are as follows:

(a) The Shops & Establishment Act, 1948 and rules made there under;

(b) Maternity Benefit Act, 1961 and rules made there under;

(c) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

and the rules made there under;

(d) Equal Remuneration Act, 1976 and the rules made there under;

(e) Professional Tax Act, 1975.

(f) Negotiable Instruments Act, 1881.

In case of Direct and Indirect Tax Laws like Income Tax Act, Service Tax Act, Excise & Custom Acts I

have relied on the Reports given by the Statutory Auditors of the Company.

I have also examined compliance with the applicable clause of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(b) The (Listing Obligation and Disclosure Requirements) Regulations, 2015(The Company is an unlisted

company hence listing regulations are not applicable).

During the financial year under review, the Company has generally complied with the provisions of

the Companies Act, 2013, Companies Act, 1956, Rules, Regulations, Guidelines, Standards, etc.

mentioned above subject to the following observations:

The below mentioned matters are pending at The Additional Chief Metroplitan Magistrate, court and the

same matter has been adjourned on November 16, 2017.

Sr. No



Section Status

1.


Manoj Punamiya Kumar Pal Punamiya, Mrs. Shweta Agarwal Richa Khangarot


Mumbai 629A

In Progress

2.




Mumbai 629A

In Progress


ANNUAL REPORT

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(40)

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that

took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance, and a system exists for seeking and obtaining further information

and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part

of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size

and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations

and guidelines.

I further report that during the audit period, there were no instances of:

I. Public / Rights / debentures / sweat equity.

II. Buy-Back of securities.

III. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013.

IV. Merger / amalgamation / reconstruction etc.

V. Foreign technical collaborations

This report is to be read with my letter of even date which is annexed as Annexure I and form an integral

part of this report.

Date: August 05, 2017 For Mayank Arora & Co.

Place: Mumbai

Sd/- Mayank Arora

Proprietor C.P. No. 13609


ANNUAL REPORT

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ANNEXURE- I TO SECRETARIAL AUDIT REPORT

To,

The Members,


62,6th Floor, 'C' Wing, Mittal Tower,

Nariman Point,

Mumbai-400021

My report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verification was done on test basis to

ensure that correct facts are reflected in secretarial records. We believe that the processes and practices,

we followed provided a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Book of Accounts of the

Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws,

rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulation, standards is

the responsibility of management. My examination was limited to the verification of procedures on the

test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. I have reported, in my audit report, only those non-compliance, especially in respect of filing of applicable

forms/documents, which, in my opinion, are material and having major bearing on financials of the

Company.

Date: August 05, 2017 For Mayank Arora & Co.

Place: Mumbai

Sd/- Mayank Arora

Proprietor C.P. No. 13609


ANNUAL REPORT

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ANNEXURE-V TO DIRECTORS REPORT

DETAILS OF THE REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary

during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration

of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of

each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr.

No.

Name of the Director,

KMP and Employees

Remuneration of

Director/KMP for

the F.Y. 2016-17

(Rs. in Lakhs)

% increase in

Remuneration in

the F.Y. 2016-17

Ratio of Remuneration of

each Director/ KMP to

median remuneration of

Employees

1 Mr. Manish Shah,

Managing Director 2.40 Nil 0.8

2

Mr. Hitesh Jain,

Whole Time Director

Cum CFO

1.8 Nil 1.2

3 Ms. Siddhi Patil,

Company Secretary 2.56 Nil 1.2

ii. The median remuneration of employees of the Company during the financial year was Rs. 25,000 p.m. in

the FY 2016-17.

iii. There was Four permanent employee on the rolls of the Company as on March 31, 2017;

iv. The explanation on the relationship between increase in remuneration and company performance: The

increase in remuneration is linked to the performance of the Company as a whole, the performance of the

employees and other factors like industry trends and economic environment.

v. (a) Variations in the market capitalization of the Company:

The market capitalization as on March 31, 2017 was Rs. 313.89 Lakhs (Rs. 500.836 Lakhs as on

March 31, 2016).

(b) Price Earnings ratio of the Company was 68 as at March 31, 2017 and was 9.86 as at March 31, 2016.

(c) Percentage increase over decrease in the market quotations of the shares of the Company in

comparison to the rate at which the company came out with the last public offer:

The Company’s shares are listed on Bombay Stock Exchange Limited. The Company has not made any public

offer till date. The market capitalization as on March 31, 2017 was Rs. 313.89 Lakhs and the closing price of

the same at BSE Ltd. on March 31, 2017 was Rs. 1.36 per equity share of the face value of Rs. 10/- each.

vi. Average percentage increase made in the salaries of employees other than the managerial personnel in

the last financial year i.e. 2016-17, and comparison with the increase in the managerial remuneration for

the same financial year.


ANNUAL REPORT

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Remuneration

paid to

employees

excluding

managerial

personnel for

the FY 2015-16

Remuneration

paid to

employees

excluding

managerial

personnel for

the FY 2016-17

% change in

remuneration

paid to

employees

excluding

managerial

personnel

Remuneration

paid to

managerial

personnel for

the FY 2015-16

Remuneration

paid to

managerial

personnel for

the FY 2016-17

(%) change in

remuneration

paid to

managerial

personnel

7,50,000 8,03,800 7.17% 4,0,1000 4,20,000 4.74%

There were no exceptional circumstances for increase in Managerial Remuneration as Managerial & Non

Managerial levels were provided with similar increases.

vii. Comparison of Remuneration of each Key Managerial Personnel(s) and All Key Managerial Personnel(s)

together against the performance of the Company:

(Rs. In Lakhs)

Particulars Mr. Manish Shah,

Managing Director

Mr. Hitesh Jain,

Whole Time Director

cum CFO

Ms. Siddhi Patil,

Company Secretary Total

Aggregate

Remuneration of Key

Managerial Personnel

2.40 1.80 2.56 6.76

Revenue 28,390.28

Remuneration of

KMPs

(as % of revenue)

.008% .006% .009% .024%

Profit Before Tax (PBT) 8.07

Remuneration of

KMPs

(as % of PBT)

29.74% 22.30% 31.72% 83.77%

viii. The key parameters for any variable component of remuneration availed by the Directors: Performance

Commission.

ix. The ratio of the remuneration of the highest paid director to that of the employees who are not directors

but receive remuneration in excess of the highest paid director during the year.

There are no such cases wherein any employee received remuneration in excess of the highest paid Director.

x. Affirmation that the remuneration is as per the remuneration policy of the Company: It is affirmed that

the Remuneration paid is as per the Remuneration Policy of the Company.


ANNUAL REPORT

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INDEPENDENT AUDITOR’S REPORT To,

The Members of,


Report on the Financial Statements

We have audited the accompanying financial statements of ROYAL INDIA CORPORATION LIMITED (‘the

company’), which comprises Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss account

and Cash Flow Statement for the year ended, and a Summary of significant accounting policies and other

explanatory information.

1. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a

true and fair view of the financial position, financial performance and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014. This responsibility also includes maintenance of adequate accounting records in accordance with

the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and maintenance

of adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial

Statements that give a true and fair view and are free from materials misstatement, whether due to fraud

or error.

2. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made

there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that we comply with ethical requirements and plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the financial statements. The procedure selected depends on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessment, the auditor considers internal financial control relevant to the

Company’s preparation of the financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on whether the Company has in place an adequate internal financial controls system and the operating

effectiveness of such control. An audit also includes evaluating the appropriateness of the accounting

policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as

well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the standalone financial statements.


ANNUAL REPORT

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3. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India of the

state of affairs of the Company as at 31st March, 2017, and its profit & loss and its cash flow for the year

ended on that date.

4. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (the Order) issued by the Central

Government in terms of Section 143 (11) of the Act, we enclosed in the “Annexure A” statement on

matters specified in paragraph 3 & 4 of the said order.

5. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as

it appears from our examination of those books.

c) The Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this

Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) In our opinion there are no observations or comments on the financial transactions, which may have

an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st March, 2017 and

taken on record by the Board of Directors, we report that none of the directors is disqualified as on

31st March, 2017 from being appointed as a directors in terms of section 164(2) of the Act.

g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the

companies Act, 2013 (“the Act”) - is enclosed an Annexure-B to this report.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information

and according to the explanations given to us:

i. Company has disclose the impact of pending litigation on its financial positions in its financial

statements.

ii. The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the Standalone Financial Statements as

regards its holding and dealings in specified bank notes as define in the notification S.O. 3407(E)

Dated November 8, 2016 of the Ministry of Finance during the period from November 8, 2016 to

December 30, 2016.

v. Based on audit procedures and representation provided to us by the management, we report

that the disclosures are in accordance with the books of accounts maintain by the company and

as produce to us by the Management.

For DMKH & Co.


FRN : 116886W

Sd/-

(CA Manish Kankani)

Partner

M. No. 158020

Place : Mumbai

Date : May 29, 2017


ANNUAL REPORT

2016-17

(46)

ANNEXURE-A ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

Referred to in Paragraph 1 under the heading of “Report on other Legal and Regulatory

Requirements” of our report of even date

On the basis of such checks as we considered appropriate and in terms of the information and explanations

given to us, we state that: -

I. a) The company has maintained proper records showing full particulars, including quantitative

details and situation of its fixed assets.

b) As explained to us, fixed assets have been physically verified by the management at reasonable

intervals; no material discrepancies were noticed on such verification.

c) The company does not have any immovable property.

II. As explained to us, inventories have been physically verified during the year by the management at

reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the

management as compared to book records.

III. According to the information and explanations given to us and on the basis of our examination of the

books of account, the Company has not granted any loans, secured or unsecured, to companies, firms,

Limited Liability Partnerships or other parties listed in the register maintained under Section 189 of

the Companies Act, 2013.Consequently, the provisions of clauses iii (a), (b) and (c) of the order are not

applicable to the Company.

IV. In our opinion and according to the information and explanations given to us, company has complied

with the provision of section 185 and 186 of the Companies Act, 2013 In respect of loans, investment,

guarantees, and security.

V. The company has not accepted any deposits from the public and hence the directives issued by the

Reserve Bank of India and the provision of sections 73 to 76 or any other relevant provisions of the Act

and the Companies (Acceptance of Deposit) Rules,2015 with regards to the deposits accepted from the

public are not applicable.

VI. As per information & explanation given by the management, maintenance of cost records has not been

specified by the Central Government under sub-section (1) of section 148of the Companies Act, 2013.

VII. A. According to information and explanations given to us and on basis of our examination of the

books of account, and records, the company has been generally regular in depositing undisputed

statutory dues including Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added

tax, cess and any other statutory dues with the appropriate authorities. According to the

information and explanations given to us there were no outstanding statutory dues as on 31st of

March, 2017 for a period of more than six months from the date they became payable.

B. According to the information and explanations given to us, there are no material dues of duty of

customs which have not been deposited with the appropriate authorities on account of any

dispute. However, according to information and explanations given to us, details of dues of Income

tax which have not been deposited as at 31st March, 2017 on account of dispute are given below:-

Name of the statute Nature of the

dues Amount (Rs.)

Period to which

the amount

related

Forum where dispute

pending

Income Tax Act,

1961 Income Tax 132,738,726 A.Y 2004-05

Commissioner of

Income Tax (Appeal)

Income Tax Act,

1961 Income Tax 572,482 A.Y.2006-07

Commissioner of

Income Tax (Appeal)

Income Tax Act,

1961 Income Tax 50,825 A.Y.2009-10

Commissioner of

Income Tax (Appeal)

Income Tax Act, 1961

Income Tax 4,760,610 A.Y.2012-13 Commissioner of

Income Tax (Appeal)


ANNUAL REPORT

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Income Tax Act, 1961

Income Tax 3,370 A.Y.2013-14 Commissioner of

Income Tax (Appeal) Income Tax Act,

1961 Income Tax 839,610 A.Y.2014-15

Commissioner of Income Tax (Appeal)

VIII. In our opinion and according to the information and explanations given by the management, we are of

the opinion that, the Company has not defaulted in repayment of dues to a financial institution or bank.

The Company has not taken any loan either from financial institutions or from the government and has

not issued any debentures.

IX. Based on our audit procedures and according to the information given by the management, the company

has not raised any money by way of initial public offer or further public offer (including debt

instruments) or taken any term loan during the year.

X. According to the information and explanations given to us, we report that no fraud by the company or

any fraud on the Company by its officers or employees has been noticed or reported during the year. XI. According to the information and explanations given to us, we report that managerial remuneration has

been paid or provided in accordance with the requisite approvals mandated by the provisions of section

197 read with Schedule V to the Companies Act.

XII. The company is not a Nidhi Company. Therefore clause (xii) of the order is not applicable to the company.

XIII. According to the information and explanations given to us, all transactions with the related parties are in

compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have

been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

XIV. Based upon the audit procedures performed and the information and explanations given by the

management, the company has not made any preferential allotment or private placement of shares or

fully or partly convertible debentures during the year under review. Accordingly, therefore this clause

3 (xiv) of the order are not applicable to the Company and hence not commented upon.

XV. Based upon the audit procedures performed and the information and explanations given by the

management, the company has not entered into any non-cash transactions with directors or person

connected with him. Accordingly, the provisions of clause 3 (xv) of the order are not applicable to the

Company and hence not commented upon.

XVI. In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934. And accordingly, therefore provisions of clause 3 (xvi) of the order not applicable to

the Company and hence not commented upon.

For DMKH & Co.


FRN : 116886W

Sd/-

(CA Manish Kankani)

Partner

M. No. 158020

Place : Mumbai

Date : May 29, 2017


ANNUAL REPORT

2016-17

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ANNEXURE-B

REPORT ON INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ROYAL INDIA CORPORATION

LIMITED (“the Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of

the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based

on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include

the design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s

policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial information, as

required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls

and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal

financial control over financial reporting includes those policies and procedures that


ANNUAL REPORT

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I. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

II. provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management

and directors of the company; and

III. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as

at 31st March, 2017 based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DMKH & Co.


FRN : 116886W

Sd/-

(CA Manish Kankani)

Partner

M. No. 158020

Place : Mumbai

Date : May 29, 2017


ANNUAL REPORT

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(50)

BALANCE SHEET AS AT 31ST MARCH, 2017

Particulars Note No.

As at 31st March, 2017

As at 31st March, 2016

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 230,800,000 230,800,000 (b) Reserves and Surplus 3 144,800,090 144,241,946

(2) Share Application money pending allotment

- -

(3) Non-Current Liabilities

(a) Long-Term Borrowings 4

346,900,000 -

(b) Long term Provision 5 - -

(4) Current Liabilities

(a) Trade Payables 6 1,411,177,492 540,391,071 (b) Short Term Borrowing 7 - 50,000,000 (c) Other Current Liabilities 8 114,014,993 307,894 (d) Short Term Provision 9 3,290,838 4,414,357

Total Equity & Liabilities

2,250,983,413 970,155,268

II.ASSETS

Rs. Rs. (1) Non-Current Assets

(a) Fixed Assets 10 Tangible Assets

1,917 24,917

Intangible Assets

- - (b) Non-current investments

- -

(c ) Deffered Tax Asset

245,904 283,834 (c) Long term loans and advances 11 14,066,325 12,524,762 (d) Other non-current asset 12 - -

(2) Current Assets

(a) Inventories 13 121,513,297 11,280,000 (b) Trade receivables 14 1,877,919,775 922,421,372 (c) Short Term Loans & Advances 15 214,713,665 22,646,355 (d) Cash and cash equivalents 16 916,530 706,627 (e) Other Current Assets 17 21,606,000 267,401

Total Assets

2,250,983,413 970,155,268

The notes are integral part of these financial statements For DMKH & Co. For Royal India Corporation Limited


FRN : 116886W Sd/- Sd/-

(Manish Shah) (Hitesh Jain)

Sd/- Managing Director Whole-time-Director

(CA Manish Kankani) DIN : 01953772 DIN : 05263120

Partner

M. No. 158020 Sd/-


Date : May 29, 2017 Company Secretary


ANNUAL REPORT

2016-17

(51)

STATEMENT OF PROFIT & LOSS FOR THE PERIOD ENDED ON 31ST MARCH, 2017

Sr. No.

Particulars Note No.

Figures as at the end of current

reporting period

Figures as at the end of previous

reporting period

I Income:

Revenue from operations 18 2,838,595,947 1,837,495,772

Other Income 19 433,573 436,019

Total Revenue

2,839,029,520 1,837,931,791

II Expenses:

Cost of Goods Sold 20 2,829,507,867 1,826,762,813 Employee Benefit Expense 21 1,472,350 1,476,000 Financial Costs 22 300,619 43,265 Depreciation and Amortization Expense 10 23,000 23,000 Other Expenses 23 6,880,021 2,129,380

Total Expenses

2,838,183,857 1,830,434,458

III Profit before exceptional and extraordinary

845,663 7,497,333

items and tax (I-II)

IV Exceptional Items

- -

V Profit before extraordinary items and tax

845,663 7,497,333

(III-IV)

VI Extraordinary Items

- -

VII Profit before tax (V - VI)

845,663 7,497,333

VIII Tax expense:

(1) Current tax

249,590 2,919,225

(2) Deferred tax

(37929) 46,953

(3) Previous Years Adjustments 24 0 6,977

IX Profit(Loss) before prior period Item

558,144 4,524,178

X Basic and Diluted Earning Per Share

0.02 0.20

XI Profit and Loss for the year

558,144 4,524,178

The notes are integral part of these financial statements For DMKH & Co. For Royal India Corporation Limited


FRN : 116886W Sd/- Sd/-




Partner

M. No. 158020 Sd/-




ANNUAL REPORT

2016-17

(52)

CASH FLOW STATEMENT FOR THE FINANCIAL YEAR 2016-2017

Particulars As at

31st March, 2017 As at

31st March, 2016

A. Cash Flow from Operating Activities

Net profit before Tax as per Profit & Loss Account 558,144 7,497,333

Adjusted for:

Interest Received (433,573) (436,019)

Depreciation 23,000 23,000

Sundry Balances W/o

Share Issue Expenses written off - -

Operating Profit before Working Capital Changes 147,571 7,084,314

Adjusted for:

(Increase)/ Decrease in Inventories (110,233,297) (11,202,987)

(Increase)/ Decrease in Trade receivables (528,853,132) (528,853,132)

(Increase)/ Decrease in Short Term Loans & Advances (192,067,310) 71,818,990

(Increase)/ Decrease in Other Current Assets (21,338,599) 3,422,592

Increase/ (Decrease) in Provision (60157) (60157)

Increase/ (Decrease) in Trade Payables 870,786,421 441,426,174

Increase/ (Decrease) in Short Term Borrowings 0 0

Increase/ (Decrease) in Other Current Liabilities 113,707,099 (991,222)

131,941,025 (24,439,742)

Less: Taxes Paid 0 0

Cash Flow from Operating Activities (A) 132,088,596 (17,355,428)

B. Cash Flow from Investing Activities

Sale/(Purchase) of Investment 0 0

Net Cash used in Investing Activities (B) 0 0

C. Cash Flow from Financing Activities

Interest Received 433,573 436,019

Repayment/Received of long term loans & advances (382,838) (382,838)

Long term Borrowings

Net Cash used in Financing Activities (C) 50,735 53,181

Opening Balance of Cash and Cash Equivalents 706,628 18,008,875

Net Increase/(Decrease) in Cash and Cash Equivalents 132,139,331 (17,302,247)

(A + B + C)

Closing Balance of Cash and Cash Equivalents 132,845,959 706,628

For DMKH & Co. For Royal India Corporation Limited


FRN : 116886W Sd/- Sd/-




Partner

M. No. 158020 Sd/-




ANNUAL REPORT

2016-17

(53)

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 NOTE: 1

SIGNIFICANT ACCOUNTING POLICIES:

A) Corporate Information

Nature of Business Activity:-

Royal India Corporation Limited is engaged in the business of Bullion, Real Estate and Investments.

B) Basis of Preparation of Financial Statements

The financial statements have been prepared to comply in all material respects with the accounting

standards notified by Companies (Accounting Standards) Rules 2006, (as amended) and the relevant

provisions of the Companies Act, 2013 ("the Act"). The financial statements have been prepared under

the historical cost convention on an accrual basis in accordance with accounting principles generally

accepted in India. The accounting policies have been consistently applied by the Company and are

consistent with those used in previous year.

C) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of

operations during the reporting period. Although these estimates are based upon management's best

knowledge of current events and actions, actual results could differ from these estimates.

D) Revenue recognition

All incomes and expenditure are recognized as per ‘Accounting Standard- 9’ accounted on accrual basis

except where stated otherwise.

E) Property, Plant & Equipment

i) Tangible Assets

Tangible assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost

comprises the purchase price and any attributable cost of bringing the asset to its working condition

price. Borrowing costs directly attributable to acquisition of fixed assets which take substantial

period of time to get ready for its intended use are also included to the extent they relate to the

period till such assets are ready to for its intended use. Any trade discounts and rebates are deducted

in arriving at the purchase be put to use.

(ii) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial

srecognition, intangible assets are carried at cost less accumulated amortization and accumulated

impairment losses, if any. Intangible assets are amortized on a basis which is estimated to be the

useful life of the asset.

F) Depreciation

Depreciation has been provided on Written down value Method at the rates and in the manner as

prescribed in Schedule II of the Companies Act, 2013 as per useful life of assets from the date assets have

been put to use.

G) Impairment of assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognized in accordance with

Accounting Standard-28 “Impairment of Assets”, for the amount by which the asset’s carrying amount

exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset’s

fair value less costs to sell vis-à-vis value in at the lowest levels for which there are separately identifiable

cash flows.


ANNUAL REPORT

2016-17

(54)

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

H) Investments

Long term investments are stated at cost. Provision for diminution in the value of long term investments

is made only if such decline is of a permanent nature.

Current investments are carried individually, at the lower of cost and fair value. Costs of investments

include acquisition charges such as brokerage, fees and duties.

I) Inventories

Inventories are valued at cost or net realizable value whichever is lower.

J) Taxation

Provision for current tax is made as per the provisions of the Income-tax Act, 1961.

Deferred tax for the year is recognized on timing difference, being the difference between taxable

incomes and accounting income that originates in one period and is capable of reversal in one or more

subsequent periods.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized

using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred

tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized

in future, however when there is unabsorbed depreciation or carry forward loss under taxation laws,

deferred tax assets are recognized only if there is a virtual certainty of realization of such assets.

K) Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past events and it is probable that there will be an outflow of resources.

Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither

recognized nor disclosed in the financial statements.

L) Retirement Benefits

Liabilities in respect of bonus, gratuity, retirement benefit & leave encashment is being accounted for on

cash basis.

M) Earnings Per Share

The earnings considered in ascertaining the company’s EPS comprise of the net profit after tax as per

Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered Accountants of

India. The number of shares used in computing basic EPS is the weighted average number of shares

outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after

adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity

shares is anti-dilutive.

N) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items

and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past

or future cash receipts or payments. The cash flows from operating, investing and financing activities of

the Company are segregated based on the available information.


ANNUAL REPORT

2016-17

(55)


NOTE: 2 SHARE CAPITAL Rs. Rs.

Sr. No. Particulars As on 31.03.2017 As on 31.03.2016

1 AUTHORIZED CAPITAL

2,40,00,000 Equity Shares of Rs. 10/- each. 240,000,000 240,000,000

240,000,000 240,000,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL

To the Subscribers of the Memorandum

2,30,80,000 Equity Shares of Rs.10/- each fully paid 230,800,000 230,800,000

Total in ` 230,800,000 230,800,000

Reconciliation of the number of shares and amount

As on 31.03.2017 As on 31.03.2016

No. of Shares

Amount No. of

Shares Amount

Equity Shares

Opening Balance 23,080,000 230,800,000 23,080,000 230,800,000

Transferred from Share Suspense Account - - - -

Closing Balance 23,080,000 230,800,000 23,080,000 230,800,000

Details of the Shareholders holding more than 5% Shares

As on 31.03.2017 As on 31.03.2016

No. of Shares

% of Holding

No. of Shares

% of Holding Name of the Shareholder

I. Manoj Punamiya 1,325,067 5.74% 1,325,067 5.74%

II. Lata M. Jain 2,927,339 12.68% 2,927,339 12.68%

III. Hill View Impex Private Limited 1,524,845 6.61% 1,524,845 6.61%

IV. Shri Baiju Trading & Investments Private Limited

1,910,000 8.28% 1,910,000 8.28%

V. Manoj kumar Babulal Jain 2,820,000 12.22% 2,820,000 12.22%

VI. Manoj Babulal Punamiya 90,000 0.39% 90,000 0.39%

NOTE : 3 RESERVE & SURPLUS Rs. Rs.


1 Capital Reserve (A) 3,000,000 3,000,000

2 Securities Premium reserve (B) 110,530,000 110,530,000

3 Surplus (Profit & Loss Account)

Balance brought forward from previous year 30,711,946 26,187,768

Add: Profit for the year 558,144 4,524,178

Total (C) 31,270,090 30,711,946

TOTAL RESERVE AND SURPLUS (A+B+C) 144,800,090 144,241,946

NOTE : 4 LONG TERM BORROWINGS Rs. Rs.


Other Loans Unsecured:

1

2

Inter-corporate Deposits Long Term Borrowings

-

346,900,000

-

0

TOTAL 346,900,000 -


ANNUAL REPORT

2016-17

(56)


NOTE : 5 LONG TERM PROVISION Rs. Rs.

Sr. No Particulars As on 31.03.2017 As on 31.03.2016

- -

TOTAL - -

NOTE : 6 TRADE PAYABLES Rs. Rs.


1 For Goods Purchased and Supplies 1,407,794,795 537,821,479

2 For Services Rendered 3,382,697 2,569,592

Total 1,411,177,492 540,391,071

NOTE : 7 SHORT TERM BORROWING Rs. Rs.


1 Inter Corporate Deposits - 50,000,000

Total - 50,000,000

NOTE : 8 OTHER CURRENT LIABILITIES Rs. Rs.


1 Other Current Liabilities 114,014,993 307,894

Total 114,014,993 307,894

NOTE : 9 SHORT TERM PROVISION Rs. Rs.


1 Provision for Income Tax (AY 2015-16) 122,023 1,495,132

2 3

Provision for Income Tax (AY 2016-17) Provision for Income Tax (AY 2017-18)

2,919,225 249,590

2,919,225 -

TOTAL 3,290,838 4,414,357

NOTE : 10 FIXED ASSET

Sr.

No

.

PARTICULARS

Use

ful

life

(M

on

th)

DOP

GROSS BLOCK DEPRECIATION NET BLOCK

Val

ue

at t

he

beg

inn

ing

Ad

dit

ion

du

rin

g th

e ye

ar

Ded

uct

ion

d

uri

ng

the

year

Val

ue

at t

he

end

Val

ue

at t

he

beg

inn

ing

Ad

dit

ion

du

rin

g th

e ye

ar

Ded

uct

ion

d

uri

ng

the

year

Val

ue

at t

he

end

WD

V a

s o

n

31

.03

.20

16

WD

V a

s o

n

31

.03

.20

15

Tangible Assets

1 Vehicles ( Motor Cycle) 96 01.10.2006 4,250,288 - - 4,250,288 4,250,288 - - 4,250,288 - -

2 Printer 36 02.05.2014 17,500 - - 17,500 11,180 5,833 - 17,013 487 6,320

3 Computer Software 36 06.05.2014 51,500 - - 51,500 32,903 17,167

50,070 1,430 18,597

TOTAL

4,319,288 - - 4,319,288 4,94,371 23,000 - 4,317,371 1,917 24,917

(Previous Year)

4,250,288 - - 4,250,288 2,615,187 403,777 - 3,018,964 1,231,324 1,635,101


ANNUAL REPORT

2016-17

(57)


NOTE : 11 LONG TERM LOANS, ADVANCES AND DEPOSITS Rs. Rs.


Unsecured, Considered good:

I) Security Deposit 317,869 300,224

II) Balance with government Authorities 2,256,437 1,103,647

III) Other Loans & Advances 11,492,019 11,120,891

Total 14,066,325 12,524,762

NOTE : 12 OTHER NON CURRENT ASSETS Rs. Rs.


I) Preliminary Expenses - -

Total - -

NOTE : 13 INVENTORIES Rs. Rs.


1 Stock-in-Trade (Gold Bar) 121,513,297 11,280,000

Total 121,513,297 11,280,000

NOTE : 14 TRADE RECEIVABLES Rs. Rs.


1 Outstanding for a period exceeding six months from the date they were due for payment

(a) Overseas Debtors

Unsecured, Considered Good 128,286,370 131,242,872

(b) Domestic Debtors

Unsecured, Considered Good 72,738,782 60,813,318

2 Others trade receivable

(a) Overseas Debtors

Unsecured, Considered Good - -

(b) Domestic Debtors

a) Unsecured, Considered Good 1,676,894,623 730,365,182

Total 1,877,919,775 922,421,372

NOTE : 15 SHORT TO LOANS & ADVANCES Rs. Rs.


1 Loans and Advances to Related Parties 208,528,320 22,646,355

2 Other Loans & Advances 6,185,345 -

Total 214,713,665 22,646,355


ANNUAL REPORT

2016-17

(58)


NOTE : 16 CASH & BANK BALANCE Rs. Rs.


Cash and cash equivalents

a) Cash on hand 63,168

380,021

b) Balance with bank Axis Bank Ltd-233010200022543 ICICI Bank Ltd-642605500050 Indusind Bank- Kotak Mahindra Bank Ltd

-

171921 621591

59849

-

326,606 - -

Total cash and cash equivalents 916,530 706,627

NOTE : 17 OTHER CURRENT ASSETS Rs. Rs.


1 Trade Advances Given 21,606,000 267,401

Total 21,606,000 267,401

NOTE : 18 REVENUE FROM OPERATIONS Rs. Rs.


1 Local Gold Bar Sales 2,841,552,449 1,830,091,955

2 Export Diamonds - -

4 FEGL on Sales (2,956,502) 7,403,817

Total 2,838,595,947 1,837,495,772

NOTE : 19 OTHER INCOME Rs. Rs.


1 2

Interest Income Discount Income

431,970 1,603

436,019 -

Total 4,33,573 436,019

NOTE : 20 COST OF GOODS SOLD Rs. Rs. Rs. Rs.


Gold Bar Diamond Gold Bar Diamond

Opening Stock 11,280,000 - 77,013 -

Add: Purchases 2,939,741,164 - 1,837,965,800 -

Less: Closing Stock (121,513,297) - (11,280,000) -

Total 2,829,507,867 - 1,826,762,813 -

NOTE : 21 EMPLOYMENT BENEFIT EXPENSES

Rs. Rs.


1 Salaries 1,052,350 1,075,000

2 Directors Remuneration 420,000 401,000

3 Staff Welfare - -

Total 1,472,350 1,476,000


ANNUAL REPORT

2016-17

(59)


NOTE :22 FINANCIAL COST Rs. Rs.


1 Bank Charges 300,619 43,265

Total 300,619 43,265

NOTE : 23 OTHER EXPENSES Rs. Rs.


1 Advertisement & Publicity 162,783 67,990

2 Auditors Remuneration 347,763 117,763

3 BSE Listing Fees 229,000 224,720

4 BSE Charges & Annual Fees - -

5 BSE Capital Adequacy Fund w/off - -

6 Car Expenses - -

7 Clearing & forwarding Expenses - -

8 Conveyance 16,125 15,250

9 Commission - -

10 Computer maintenance Exp. 5,000 16,188

11 CDSL Fees 85,875 91,575

12 Differed revenue exp. w/off - -

13 Electricity Expenses 84,130 93,745

14 Expenditure on Food and snakes - -

15 Fine on Profession tax - -

16 Hotel Rental - -

17 Interest for IT dues 549,921 7,302

18 Internal audit fees - 15,000

19 Legal & Professional Charges 4,655,264 491,614

20 Miscellaneous / Preliminary Exp. Written off - -

21 Office & General Expenses 10,769 17,866

22 Postage & courier 15,918 17,912

23 Printing & Stationery Expenses 49,653 39,395

24 Prior period expense 200 -

25 Professional Tax 2,500 2,500

26 Rent 216,000 216,000

27 Repair & Maintenance 8,550 22,028

28 ROC Expenses 8,400 6,100

29 Telephone Expenses 118,488 28,062

30 Travelling Expenses 11,941 206,950

31 Sundry Expenses - 5,242

32 Maintenance Charges (Mittal Tower) 168,906 105,837

33 Secretarial Expense 51,200 40,100

34 Penalties

250,000

35 Swatch Bharat Cess - 500

36 Visa Services - 4,741

37 38 39 40

Sitting fees (Directors) NSDL Fees Interest on TDS Misc. Exp.

72,000 5,750

450 3,435

25,000 - - -

Total 2,129,380 2,129,380


ANNUAL REPORT

2016-17

(60)


NOTE : AUDITORS REMUNERATION Rs. Rs.


1 Statutory Audit Fees 110,000 62,920

2 Tax Audit Fees - 24,200

3 VAT Audit Fees - 15,730

4 5

Service Tax Internal Financial Control Fees

- 230,000

14,913 -

Total 340,000 117,763

NOTE : 24 PRIOR PERIOD ITEMS Rs. Rs.


1 Excess provision for tax reverse - 6,977

Total - 6,977

NOTE: 25 Balances of Trade Receivables, Loans and Advances, Secured Loans, Trade Payables & others are

subject to confirmation and reconciliation and consequential adjustments, if any.

NOTE: 26 In the opinion of the Board & to the best of their knowledge & belief the value of realization of

current assets, loans & advances in the ordinary course of business would not be less than the amount at

which they are stated in the Balance Sheet & the provisions for all the loans & determined liabilities is

adequate and not in excess of the amount stated in balance sheet.

NOTE: 27 According to a technical assessment carried out by the Company, there is no impairment in the

carrying cost of cash generating units of the Company in terms of Accounting Standards 28 issued by ICAI.

NOTE: 28 The Company has not provided for Gratuity and Leave Encashment to Employees on accrual basis,

which is not in conformity with AS – 15 issued by ICAI. However, in the opinion of management the amount

involved is negligible and has no impact on Statement of Profit & Loss.

NOTE: 29 Earnings Per Share (AS-20):

The Earning per Share computed as per the requirement under Accounting Standard 20 on Earnings per

Share issued by The Institute of Chartered Accountant of India, is as under:

(In Rs.)

2016-2017 2015-2016

Profit Attributable to Equity Share Holders (After Tax) 558,144 4,524,178

Weighted Average Number of Equity Share (Nos.) 23,080,000 23,080,000

Basic/ Diluted Earnings Per Share 0.02 0.2

Diluted Earnings Per Share 0.02 0.2

Face Value per Equity Share 10.00 10.00

NOTE: 30 The Company has not received the required information from suppliers regarding their status

under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to

amounts unpaid as at the year-end together with interest paid/payable as required under the said Act have

not been made.


ANNUAL REPORT

2016-17

(61)


NOTE: 31 Derivative Instruments

There was no contract related to hedging outstanding at the end of the year. Exposure related to Stock in

hand at the end of the year were not hedged amount Rs. 121,513,297 (P.Y- 11,280,000).

NOTE: 32 Specified Bank Note (SBN)

As per the amendment to schedule III to the Companies Act 2013 every company shall disclose the details of

Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th

December, 2016 as provided in the table:

Particulars SBN’s Other Denomination

notes

Total

Closing cash in hand as

on 08/11/2016

203,450,000 118,123.30 203,568,123.30

(+) Permitted Receipts 0 50,000 50,000

(-) Permitted Payments 0 (29,785) (29,785)

(-) Amount deposited in

banks

(203,450,000) 0 (203,450,000)

Closing cash in hand as

on 30/12/2016

NIL 138,338.30 138,338.30

NOTE: 33 Related Party Transaction:

Related Parties and Nature of Relationship:

Related Party Nature of Relationship

Manish Navnit Shah Managing Director

Hitesh Mangilal Jain Whole-time-Director Cum CFO

Siddhi Patil Company Secretary

Note: Related Parties as disclosed by the management and relied upon by auditors.

NOTE: 34 Segment Information (AS-17)

Company has only one segment of activity namely “Trading of Bullion”. Since there is No export turnover,

there are no reportable geographical segments.

NOTE: 35 During the financial year under review, the Company has compiled with the provisions of

the Companies Act, 2013, Companies Act, 1956, Rules, Regulations, Guidelines, Standards ETC.

mentioned above subject to the following observations:

The below mentioned matters are pending at the Additional Chief Metroplitan Magistrate, and the same matter

has been adjourned on November 16, 2017.

Following Case Pending With Respective Court:

Sr. No



Section Status

1.


Manoj Punamiya Kumar Pal Punamiya, Mrs. Shweta Agarwal Richa Khangarot

The Additional Chief Metropolitan Magistrate, 40th court, Esplanade, Mumbai

629A In

Progress


ANNUAL REPORT

2016-17

(62)

2.



The Additional Chief Metropolitan Magistrate, 40th court, Esplanade, Mumbai

629A In

Progress

For DMKH & Co. For Royal India Corporation Limited


FRN : 116886W Sd/- Sd/-




Partner

M. No. 158020 Sd/-




ANNUAL REPORT

2016-17

(63)


(CIN: L45400MH1984PLC032274)

Registered Office: 62, 6th Floor, C Wing, Mittal Tower, Nariman Point, Mumbai, Maharashtra-400021.

Email: [email protected] Website: www.ricl.in

Phone: 022-42417777 Fax: 022-22877272

PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014)

Registered Folio No. / DP ID & Client ID: _______________________________________________________________________________

Name and Address of the Shareholder :________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

No. of shares held :________________________________________________________________________________

I /WE, being the member (s) of________________________________________________________ shares of the above named

Company, hereby appoint:

1. Name:___________________________________________________________________________________________________________

Of________________________________________________________________________________________________________________ Email: ___________________________________________Signature: _____________________________ or failing him/her,

2. Name:___________________________________________________________________________________________________________

Of________________________________________________________________________________________________________________ Email: ___________________________________________Signature: _____________________________ or failing him/her,

3. Name:___________________________________________________________________________________________________________

Of________________________________________________________________________________________________________________ Email: ___________________________________________Signature: _____________________________ ______________________ as my / our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 33rd Annual General Meeting of the Company to be held on Friday, September 29, 2017 at 11.00 a.m. at 62, 6th Floor, C-Wing, Mittal Tower, Nariman Point, Mumbai-400021 and at any adjournment thereof in respect of such resolutions as are indicated below:


http://www.ricl.in/


ANNUAL REPORT

2016-17

(64)

Resolution No. Resolutions Optional*

Ordinary Business For Against

1. Adoption of the Audited Financial Statements for the financial year ended on 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon.

2. Appointment of a Director in place of Mr. Hitesh Jain who retires by rotation and being eligible, offers himself for re-appointment.

3. Appointment of M/s DMKH & Co., Chartered Accountants, as Statutory Auditors of the Company.

Signed this___________________________ day of____________________________2017.

______________________________________________ _____________________________________________ Signature of Member Signature of Proxy Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company not less than 48 hours before the commencement of the meeting.

2. This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in

the Box. If you leave the ‘For’ or ’Against ‘ column blank against any or all the resolutions , your

Proxy will be entitled to vote in the manner as he/ she thinks appropriate.

Affix

Revenue

Stamp


ANNUAL REPORT

2016-17

(65)


(CIN: L45400MH1984PLC032274)

Registered Office: 62, 6th Floor, C Wing, Mittal Tower, Nariman Point, Mumbai, Maharashtra-400021.

E-COMMUNICATION REGISTRATION FORM

(In terms of circular No. 17/2011 dated 21st April, 2011 issued by Ministry of Company Affairs)

Folio No./ DP ID & Client ID : _________________________________________________________________________________

Name of First Registered Holder: _________________________________________________________________________________

Name of Joint Holder(s) : _________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

Registered Address : ________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

__________________________________________________________________________________

Email ID(to be registered) : __________________________________________________________________________________

I/WE shareholder(s) of Royal India Corporation Limited agree to receive communication from the company

in electronic mode. Please register my above Email-ID in your records for receiving communication in

electronic form from the Company.

Date:________________________ Signature:_____________________

(First Holder)

Note: Shareholder(s) are requested to keep the Company inform of Change, if any, in the E-mail address.

NOTES

NOTES

NOTES

BOOK-POST

If undelivered, please return to : Royal India Corporation Limited

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CIN : L45400MH1984PLC032274

62, 6th Floor, C-Wing, Mittal Tower, Nariman Point, Mumbai 400 021.

022-43417777 022-22877272 [email protected] www.ricl.in

Documents

ROYAL INDIA CORPORATION LIMITED AR 16_17.pdf · ROYAL INDIA CORPORATION LIMITED 33RD ANNUAL REPORT 2016-2017:Registered ofﬁce: CIN : L45400MH1984PLC032274 62, 6th Floor, C-Wing,